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Coordinators") and ABN AMRO Bank N.V., Merrill Lynch International, and Citigroup Global Markets Limited(the "Joint Bookrunners" and together with the Joint Global Coordinators, the "Underwriters"), the Company andContentis B.V., Sintentis B.V., Spreng B.V., Ark B Holding B.V., Partners in Equity III B.V., Mabel van Oranje,
KDP Projects B.V., DIA Holding B.V., Adinvest AG, Pentavest S.à r.l., Felicis ventures III, L.P., General Atlantic
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in any member state of the EEA other than the UK, you are a Qualified Investor; (iv) the securities acquired by
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Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission DelegatedDirective (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II

Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract orotherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has
determined that the Offer Shares are: (i) compatible with an end target market of retail investors and investors whomeet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligiblefor distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offer Shares may
decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income andno capital protection; and an investment in the Offer Shares is compatible only with investors who do not need aguaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or otheradviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources tobe able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to therequirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidanceof doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness forthe purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase,or take any other action whatsoever with respect to the Offer Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Offer Shares and determining appropriate distribution channels.
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of securities for sale to persons other than the specified categories of institutional buyers described above and towhom it is directed and access has been limited so that it shall not constitute a general solicitation. If you havegained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the
securities described therein.
THE DOCUMENT IS IN PRELIMINARY FORM AND CONTAINS INFORMATION THAT IS SUBJECT TO
COMPLETION AND CHANGE. NO OFFER OF SECURITIES WILL BE MADE AND NO INVESTMENTDECISION SHOULD BE MADE ON THE BASIS OF THIS DOCUMENT ALONE, BUT ONLY ON THE
BASIS OF THE FINALISED OFFERING CIRCULAR OR ON THE BASIS OF THIS DOCUMENT AS
FINALISED AND COMPLETED BY THE RELEVANT PRICING NOTIFICATION
None of the Underwriters, or any of their respective affiliates, or any of their respective directors, officers,
employees or agents accepts any responsibility whatsoever for the contents of this document or for any statement
made or purported to be made by it, or on its behalf, in connection with the Company or the Offer. The Underwriters
and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, orotherwise which they might otherwise have in respect of such document or any such statement. No representation
or warranty express or implied, is made by any of the Underwriters or any of their respective affiliates as to theaccuracy, completeness, reasonableness, verification or sufficiency of the information set out in this document.
The Underwriters are acting exclusively for the Company, the Selling Shareholders and no one else in connection
with the offer. They will not regard any other person (whether or not a recipient of this document) as their client inrelation to the offer and will not be responsible to anyone other than the Company and the Selling Shareholders
for providing the protections afforded to their clients nor for giving advice in relation to the offer or any transaction
or arrangement referred to herein.

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ADYEN N.V.
(a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its statutory seat in Amsterdam,
the Netherlands

Offering of up to 4,189,102 ordinary shares and admission to listing and trading on Euronext
Amsterdam
This prospectus (the "Prospectus") relates to the offering and admission to trading and listing of ordinary shares, with a nominal value of €0.01 each, in the capital of the Company(as defined below) (the "Ordinary Shares". Certain selling shareholders named herein (the "Selling Shareholders") are offering up to 4,189,102 existing Ordinary Shares (the"Offer Shares", which term shall include, unless the context indicates otherwise, the Additional Shares (as defined below)). Assuming no exercise of the Over-Allotment Option(as defined below), the Offer Shares represent up to a maximum of approximately 12.7% of the Company's issued and outstanding share capital. See "The Offering". The Company
will not receive any proceeds from the sale of the Offer Shares or the Additional Shares, if any, the net proceeds of which will be received by the Selling Shareholders.
The offering of the Offer Shares (the "Offering") consists solely of private placements to institutional investors in various jurisdictions, including the Netherlands. The Offer
Shares are being: (i) offered and sold within the United States of America (the "United States") solely to persons reasonably believed to be "qualified institutional buyers"("QIBs") as defined in Rule 144A ("Rule 144A") under the US Securities Act of 1933, as amended (the "US Securities Act"), pursuant to Rule 144A under the US Securities
Act and applicable state securities laws; and (ii) offered and sold outside the United States in accordance with Regulation S under the US Securities Act ("Regulation S"). There
will be no public offering in any jurisdiction.
Prior to the Offering, there has been no public market for the Ordinary Shares. Application has been made to admit all Ordinary Shares to listing and trading on Euronext
Amsterdam ("Euronext Amsterdam"), a regulated market operated by Euronext Amsterdam N.V., under the symbol "ADYEN". Subject to acceleration or extension of thetimetable for the Offering, trading on an "as-if-and-when-delivered" basis in the Ordinary Shares on Euronext Amsterdam is expected to commence on or about 13 June 2018 (the"First Trading Date").
Subject to acceleration or extension of the timetable for the Offering, payment (in euro) for, and delivery of, the Offer Shares ("Settlement") is expected to take place on 15 June2018 (the "Settlement Date") through the book-entry systems of the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor Giraal
Effectenverkeer B.V.) trading as Euroclear Nederland ("Euroclear Nederland"), in accordance with its normal settlement procedures applicable to equity securities.
Investing in the Offer Shares involves certain risks. Prospective investors should read the entire document and in particular the section headed "Risk Factors" for a
description of risk factors that should be carefully considered before investing in the Offer Shares.
Adyen N.V. (which at the date of the Prospectus is still a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) named Adyen B.V.) (the"Company") will be converted into a public company with limited liability (naamloze vennootschap) shortly after determination of the Offer Price, prior to Settlement (the"Conversion").
The price of the Offer Shares (the "Offer Price") is expected to be in the range of €220 to €240 (inclusive) per Offer Share (the "Offer Price Range").
The Offering will take place during the period commencing at 09:00 Central European Summer Time ("CEST") on 5 June 2018 and ending at 14:00 CEST on 12 June 2018 (the"Offer Period"), subject to acceleration or extension of the timetable for the Offering. The Offer Price Range is an indicative price range. The Offer Price and the exact numberof Offer Shares offered in the Offering will be determined at the end of the Offer Period by the Selling Shareholders and Adyen, after consultation with the Joint Global
Coordinators (as defined below) on the basis of the bookbuilding process and taking into account market conditions, a qualitative assessment of demand for the Offer Shares andother factors deemed appropriate. Up until allocation of the Offer Shares ("Allocation"), the maximum number of Offer Shares can be increased or decreased. The Offer Price
Range can be amended up until the end of the Offer Period. Any change in the number of Offer Shares and/or the Offer Price Range will be announced in a press release on the
Company's website at www.Adyen.com. The Offer Price and the exact number of Offer Shares will be set out in a pricing statement (the "Pricing Statement") that will be filedwith the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM") and through a press release distributed and posted on Adyen's
website.
Morgan Stanley & Co. International plc ("Morgan Stanley") and J.P. Morgan Securities plc ("J.P. Morgan ") are acting as joint global coordinators for the Offering (in such andany other capacity, the "Joint Global Coordinators") and together with ABN AMRO Bank N.V. ("ABN AMRO"), Merrill Lynch International ("BofA Merrill Lynch") andCitigroup Global Markets Limited ("Citigroup") as joint bookrunners for the Offering (the "Joint Bookrunners" and the Joint Global Coordinators and the Joint Bookrunners,in their respective capacities, are together also referred to herein as the "Underwriters").
The Selling Shareholders have granted the Joint Global Coordinators, on behalf of the Underwriters, an option (the "Over-Allotment Option"), exercisable within 30 calendar
days after the date of the First Trading Date, pursuant to which the Joint Global Coordinators, on behalf of the Underwriters, may require such Selling Shareholders to sell at theOffer Price such number of additional existing Ordinary Shares (the "Additional Shares"), equaling up to 11.9% of the total number of Offer Shares, for the avoidance of doubt
excluding the Additional Shares, to cover short positions resulting from any over-allotments made in connection with the Offering or stabilization transactions, if any. Also see"Shareholder Structure and Related Party Transactions – Post-Settlement Shareholding".
The Offering is only made in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares may lawfully be made. The distributionof this Prospectus and the offer and sale of the Offer Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession this document
comes are required to inform themselves of and observe any restrictions. The Company is not taking any action to permit a public offering of the Offer Shares in any
jurisdiction.
The Offer Shares have not been and will not be registered under the US Securities Act or any securities laws of any state of the United States, and may be offered andsold in the United States only to QIBs in reliance on Rule 144A under the US Securities Act, and outside the United States only in compliance with Regulation S.
Prospective purchasers are hereby notified that sellers of the Offer Shares may be relying on the exemption from the registration requirements of the US Securities Act
provided by Rule 144A. Prospective investors in the Offer Shares should carefully read the restrictions described under "Important Information––Notice To Investors"
and "Selling And Transfer Restrictions".
If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Offer Shares will be disregarded,
any allotments made will be deemed not to have been made and any subscription payments made will be returned without interest or other compensation and transactions in theOffer Shares on Euronext Amsterdam may be annulled. Any dealings in Offer Shares prior to Settlement are at the sole risk of the parties concerned. The Company, the Selling
Shareholders, the Underwriters, ABN AMRO in its capacity of listing and paying agent (the "Listing and Paying Agent") and Euronext Amsterdam do not accept any
responsibility or liability towards any person as a result of the withdrawal of the Offering or the (related) annulment of any transactions in Offer Shares.
The Underwriters are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person (whether or not a recipient of
this Prospectus) as their respective customers in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded totheir respective customers or for giving advice in relation to, respectively, the Offering or any transaction or arrangement referred to herein.
This Prospectus constitutes a prospectus for the purposes of Article 3 of the Directive 2003/71/EC and any amendments thereto, including those resulting from Directive
2010/73/EU (the "Prospectus Directive") and has been prepared in accordance with Chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and therules promulgated thereunder (the "Dutch Financial Supervision Act"). This Prospectus has been filed with and approved by the AFM.

Joint Global Coordinators

Morgan Stanley

J.P. Morgan
Joint Bookrunners

ABN AMRO

BofA Merrill Lynch
This Prospectus is dated 4 June 2018

CitigroupCONTENTS
Page
SUMMARY ................................................................................................................................................. 3
RISK FACTORS ........................................................................................................................................ 21
IMPORTANT INFORMATION ................................................................................................................ 51
REASONS FOR THE OFFERING AND USE OF PROCEEDS .............................................................. 60
DIVIDENDS AND DIVIDEND POLICY ................................................................................................. 61
AN OVERVIEW OF THE PAYMENTS VALUE CHAIN ....................................................................... 63
INDUSTRY OVERVIEW.......................................................................................................................... 66
BUSINESS ................................................................................................................................................. 71
RISK MANAGEMENT ............................................................................................................................. 89
SUPERVISION AND REGULATION .................................................................................................... 101
CAPITALIZATION AND INDEBTEDNESS ......................................................................................... 121
SELECTED CONSOLIDATED FINANCIAL INFORMATION ........................................................... 123
OPERATING AND FINANCIAL REVIEW ........................................................................................... 127
MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE ............................................. 146
DESCRIPTION OF SHARE CAPITAL .................................................................................................. 163
SHAREHOLDER STRUCTURE AND RELATED PARTY TRANSACTIONS ................................... 174
THE OFFERING ...................................................................................................................................... 178
PLAN OF DISTRIBUTION..................................................................................................................... 182
SELLING AND TRANSFER RESTRICTIONS ..................................................................................... 186
TAXATION ............................................................................................................................................. 193
GENERAL INFORMATION .................................................................................................................. 199
INDUSTRY GLOSSARY ........................................................................................................................ 201
DEFINED TERMS................................................................................................................................... 202
INDEX TO FINANCIAL STATEMENTS .............................................................................................. F-1
FINANCIAL STATEMENTS.................................................................................................................. F-2

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". The Elements are numbered in
Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of security andissuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of security andissuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of 'not applicable'.
Section A - Introduction and Warnings
A.1

Generaldisclaimer
regarding thesummaryThis summary should be read as an introduction to the prospectus (the"Prospectus") relating to the offering (the "Offering") and admission to
trading and listing of ordinary shares, with a nominal value of €0.01 each,in the capital of Adyen N.V. (the "Company" and such shares, the"Ordinary Shares"). The Selling Shareholders (as defined below) are
offering up to 4,189,102 existing Ordinary Shares (the "Offer Shares",which include, unless the context indicates otherwise, the Additional
Shares (as defined below)), in the share capital of the Company with anominal value of €0.01 each (the "Ordinary Shares"). Assuming no
exercise of the Over-Allotment Option (as defined below), the Offer Shares
represent up to a maximum of approximately 12.7% of the Company's
issued and outstanding share capital. Any decision to invest in the Offer
Shares or in the Company should be based on consideration of theProspectus as a whole by the investor.
Where a claim relating to the information contained in this Prospectus isbrought before a court, a plaintiff investor might, under the national
legislation of the Member States of the Economic European Area, have tobear the costs of translating the Prospectus before legal proceedings are
initiated. Civil liability attaches only to those persons who have tabled thissummary, including any translation thereof, but only if this summary is
misleading, inaccurate or inconsistent when read together with the otherparts of the Prospectus or if it does not provide, when read together withthe other parts of the Prospectus, key information in order to aid investors
when considering whether to invest in the Offer Shares or the Company.

A.2

Consent of theCompany

Not applicable. The Company does not consent to the use of the Prospectus
for subsequent resale or final placement of Offer Shares by financial
intermediaries.
Section B - Company

B.1

Legal andcommercial
name

At the date of the Prospectus, the Company is a private limited liability
company (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of and domiciled in the Netherlands named
Adyen B.V. The Company will be converted into a public company withlimited liability (naamloze vennootschap) named Adyen N.V. shortly after
determination of the offer price per Offer Share (the "Offer Price") (the"Conversion").
In this summary, references to "we", "us" and "our" are to the Company
and its subsidiaries.

-3-Section B - Company
B.2

Domicile, legal
form, legislationand country ofincorporation

The Company is a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the lawsof and domiciled in the Netherlands. The Company will be converted intoa public company with limited liability (naamloze vennootschap) shortly
after determination of the Offer Price. The Company has its corporate seat
(statutaire zetel) in Amsterdam, the Netherlands.

B.3

Current
operations andprincipal
activities

Adyen is a technology company redefining payments for merchants
globally. It has built an efficient single platform that enables the acceptanceand processing of cards and local payments globally across its merchants'
online, mobile and point of sale ("POS") channels. Adyen's global platform
has integrated and simplified the payments value chain, enabling it topartner with large merchants to rapidly scale their businesses both locallyand globally, without the varied inefficiencies inherent in traditional
payment platforms. Adyen's technology removes friction for both shoppers
and merchants and allows for an improved shopper experience while
simplifying the global management of payments across sales channels andgeographies for merchants. Adyen believes that its data-centric platform
increases conversion rates while mitigating risk, reducing settlement times
and providing data insights to merchants that are critical for managing theirinteractions with shoppers. Adyen's transparent pricing model is equallyattractive for merchants. For all these reasons, Adyen is the payments
platform of choice for many of the world's most recognizable companies.
Adyen aims to change the payments industry, which traditionallycomprised a patchwork of providers and legacy systems resulting infragmented merchant services. Adyen has in response built a bottom-up,
single, global platform capable of meeting the rapidly evolving needs offast-growing global merchants. Adyen believes that simplicity,transparency, and innovation are the keys to its future success.
Adyen's ever-evolving platform encompasses the entire payments value
chain as it relates to merchants, from checkout to payment settlement. This
single integrated platform provides a merchant-friendly alternative to thenumerous legacy providers that merchants previously had to rely on for
their payments processing. The Adyen platform combines global reachwith local capabilities, directly connecting merchants to Visa, Mastercard
and many other payment methods and supporting numerous transaction
currencies across six continents. Adyen's platform supports "unified
commerce" for merchants across online, mobile and POS channels, which
are connected to the same Adyen back-end infrastructure for processing
and settling payments and offers feature-rich application programming
interfaces ("APIs"). This single platform enforces Adyen's datacapabilities, which includes services that utilize sophisticated algorithms
across machine learning, data mining and artificial intelligence to increaseauthorization rates for merchants while reducing the risk of fraudulent
transactions. Adyen also provides valuable data insights to merchants tobetter understand their shoppers' behavior and tailor their marketing efforts.
Adyen primarily targets large, global companies as well as, increasingly,
domestic/mid-market merchants, which the Company views as the next
adjacent segment to enterprise merchants. In 2017, Adyen processedtransactions for several thousand merchants across the globe and across awide number of industries, including retail, travel, digital services,
hospitality and marketplaces. Adyen's merchant portfolio includes Uber,
Netflix, Facebook, Spotify, Etsy, Vodafone, Sephora, Tory Burch, L'Oréaland booking.com.

-4-Section B - Company
The success of Adyen's global payments platform is reflected in its
operating and financial track record to date. Adyen primarily earns revenue
through settlement fees and processing fees charged to its merchants on a
per transaction basis. In 2017, Adyen received 3.7 billion transactions,generating €108.3 billion in processed volumes and €218.3 million in net
revenue. Adyen's growth and high margins have been driven primarily by
the substantial expansion of business with existing merchants in many key
markets, as well as the onboarding of new merchants. Over the period from2015 to 2017, Adyen's annual churn rate was less than 1% of processedvolume.
The success of Adyen's global payments platform is reflected in its
operating and financial track record to date. Adyen primarily earns revenue
through settlement fees and processing fees charged to its merchants on a
per transaction basis. In 2017, Adyen received 3.7 billion transactions,generating €108.3 billion in processed volumes and €218.3 million in net
revenue. Adyen's growth and high margins have been driven primarily by
the substantial expansion of business with existing merchants in many key
markets, as well as the onboarding of new merchants. Over the period from2015 to 2017, Adyen's annual churn rate was less than 1% of processedvolume.
As of 31 December 2017, the Company had 668 FTEs globally, with
headquarters in Amsterdam and 14 other offices in the United States (SanFrancisco, New York), Latin America (Mexico City, Sao Paulo), AsiaPacific (Singapore, Sydney, Shanghai) and Europe (Paris, London,
Manchester, Berlin, Stockholm, Brussels and Madrid).
In 2017, Adyen obtained a banking license in Europe. Adyen is able to offer
payment processing services with direct settlement of funds from a Adyen
account to its merchants' accounts, the aim of which is to provide enhanced
performance and reliability.
B.4

B.5

Significant
recent trendsand (other)
known trends
affecting Adyen
and industries inwhich it operates

Description ofAdyen and theCompany's
position within
Adyen

Alongside this growth in payments transaction volume, the global
payments and commerce landscape is changing. In large part this is being
driven by:
1.

The increasing globalization of commerce;

2.

Changing shopper behavior and the rise of mobile;

3.

Increasing pressure on retail merchants' operations; and4.

An increasingly complex and demanding regulatory environment
driving new business models and forcing change.

Adyen is a payments processor with a banking license that partly conducts
its business through its international subsidiaries.

-5-Section B - Company
B.6

Shareholders of
the Company

The following table sets forth information with respect to the Shareholders
as at 31 May 2018.

Shareholder
Contentis B.V. .................................................
Sintentis B.V. ...................................................
Spreng B.V. .....................................................
Ark B Holding B.V. .........................................
Partners in Equity III B.V. ................................
Mabel van Oranje .............................................
KDP Projects B.V.............................................
DIA Holding B.V. ............................................
Adinvest AG.....................................................
Pentavest S.à r.l. ...............................................
Felicis ventures III, L.P. ...................................
General Atlantic Everest B.V. ..........................
Bridford Music LLC .........................................
Stichting Administratiekantoor Adyen .............
(the 14 Shareholders above together being, the"Selling Shareholders")
Ossa Investments Pte Ltd .................................
Iconiq Strategic Partners II, L.P........................
Iconiq Strategic Partners II-B, L.P. ...................
Iconiq Strategic Partners II Co-Invest, L.P .......
Total ................................................................

Number of
Ordinary
Shares1,713,213
1,713,213
1,610,486
1,557,638
1,400,000
545,981752,800
446,963
1,988,729
4,965,725
282,850
3,186,216
1,120,979
4,496,769% of issued andoutstanding
Ordinary
Shares
5.82%
5.82%
5.47%
5.29%
4.75%
1.85%
2.56%
1.52%
6.75%
16.86%
0.96%
10.82%
3.81%
15.27%

2,395,471
392,065
306,915
569,445
29,445,458

8.14%
1.33%
1.04%
1.93%
100%

From time to time, Stichting Administratiekantoor Adyen (the "STAK")(a) holds Ordinary Shares (any such Ordinary Shares, the "STAK
Shares"), and (b) issues and administers depositary receipts for the STAK
Shares to current and former Adyen employees in accordance with the
STAK's trust conditions (the "Depositary Receipts"). Each Depositary
Receipt issued represents the economic interests of one underlying STAK
Share. As at 31 May 2018, a total of 4,496,769 Ordinary Shares were heldby the STAK and a total of 4,496,769 Depositary Receipts are issued andoutstanding.
In 2014 Adyen established an option plan pursuant to which the Company
may provide some of the employees of the Company and its subsidiaries
with an opportunity to obtain options to acquire Depositary Receipts("Options"). As at 31 May 2018, a total of 1,237,578 Options were
outstanding of which approximately three quarters have vested. For every
vested Option exercised, the Company will issue one Ordinary Share to the
STAK and the STAK will issue one Depositary Receipt.
Each Ordinary Share gives the right to cast one vote at the general meetingof the Company ("General Meeting"). Any holder of Shares (as defined
below) at any time (together, the "Shareholders") has the same voting
rights.
B.7

Selected
consolidated
financialinformation

The following tables set forth selected consolidated financial informationof Adyen as of the dates and for the periods indicated. The selectedconsolidated financial information as of and for the years ended 31
December 2017, 31 December 2016 and 31 December 2015 has been
derived from Adyen's financial statements and the selected consolidated
financial information as of 31 March 2018 and for the three months ended
31 March 2018 and 31 March 2017 has been derived from Adyen's interim
financial statements (and is marked as "unaudited"), and should be read in
conjunction with these financial statements included in the section-6-Section B - Company"Financial Statements", which begins on page F-1 of this Prospectus andin conjunction with the section "Operating and Financial Review".
Results of Operations
The following table summarizes Adyen's financial performance for the periods indicatedThree months
ended 31 March
2018
2017
(unaudited)Year ended 31 December
2017
2016
2015

Revenue .........................................................................................
Costs incurred from financial institutions .......................................
Cost of inventory ............................................................................
Net revenue1 ..................................................................................
Wages and salaries .........................................................................
Social securities and pension costs .................................................
Amortization and depreciation of tangible and intangible fixed
assets ...........................................................................................
Other operating expenses................................................................
Other income ..................................................................................
Other gains and losses ....................................................................
Income before interest income, interest expense and income
taxes ...........................................................................................
Finance income and expenses .........................................................
Other financial results.....................................................................
Income taxes ...................................................................................
Net income.....................................................................................

316.1(239.9)(1.8)
74.4(17.5)(2.9)

214.8(169.8)(0.5)
44.5(11.6)(2.1)(€ millions)
1,012.4(781.5)(12.6)
218.3(55.6)(9.2)

659.4(494.4)(7.0)
158.0(38.1)(5.4)

331.1(230.9)(1.7)
98.5(31.3)(3.7)(2.0)(20.0)
0.1-(1.4)(11.2)-(5.9)(54.2)
0.1-(4.1)(47.4)
0.0
56.3

(2.3)
(20.4)
-

32.1
(0.4)
(0.5)
(7.1)
24.1

18.2
0.0
0.0
(4.1)
14.1

93.5
(0.3)
(1.0)
(20.9)
71.3

119.3
0.1
0.1
(22.3)
97.2

40.8
0.5
(0.3)
(7.4)
33.6

EBITDA1 .......................................................................................

34.1

19.6

99.4

123.4

43.1

________________
1

See "Selected Consolidated Financial Information - Selected Non-IFRS Financial Measures and APMs."

Financial Position
The following table presents a summary of Adyen's assets and liabilities as at 31 December 2017, 2016
and 2015 and as at 31 March 2018.

Intangible assets .........................................................................
Plant and equipment ...................................................................
Available-for-sale financial asset................................................
Financial instrument at Fair value through P&L .........................
Contract assets ............................................................................
Receivables ................................................................................
Deferred tax assets......................................................................
Total non-current assets ...........................................................
Current assets
Inventories ..................................................................................
Receivables from financial institutions .......................................
Trade and other receivables ........................................................
Current income tax receivables...................................................
Investments held-to-maturity ......................................................
Financial assets at amortized cost ...............................................
Cash and cash equivalents ..........................................................
Total current assets ..................................................................
Total assets ................................................................................

As at 31
March
As at 31 December
2018
2017
2016
(unaudited)(€ millions)
4.0
4.0
4.0
20.1
20.0
15.1
25.1
19.6
25.6
136.2
4.3
4.2
4.1
18.5
1.6
1.1
208.7
54.9
43.9

2015

3.0
7.7
46.0
0.9
57.6

4.9
232.0
26.3
15.1
7.6
890.6
1,176.5
1,385.2

4.0
180.7
25.6
2.1
7.0
862.9
1,082.3
1,137.2

3.2
636.7
11.7
680.1
1,331.7
1,375.6

1.5
251.6
8.4
502.3
763.8
821.4

Derivative financial instruments .................................................
Deferred tax liabilities ................................................................
Total non-current liabilities .....................................................

76.3
22.1
98.4

5.1
5.1

3.8
3.8

0.0
0.0

Current liabilities
Payables to merchants ................................................................

835.8

717.3

1,027.1

560.3

-7-

Section B - Company
Trade and other payables ............................................................
Current income tax liabilities......................................................
Deferred revenue ........................................................................
Total current liabilities.............................................................
Total liabilities ..........................................................................

33.2
3.3
872.3
970.7

25.0
742.3
747.4

14.7
15.0
1,056.8
1,060.6

12.8
2.5
575.6
575.6

Share capital ...............................................................................
Share premium ...........................................................................
Other reserves .............................................................................
Retained earnings .......................................................................
Total Equity ..............................................................................

0.3
149.3
10.5
254.4
414.5

0.3
149.3
27.9
212.3
389.8

0.3
148.4
25.7
140.6
315.0

0.3
148.1
53.0
44.4
245.8

Cash FlowsThe following table presents a summary of cash flows from operating, investing and financing activities
for the years ended 31 December 2017, 2016 and 2015 and for the three month periods ended 31 March2018 and 2017.

Net cash flows from operating activities...........................
Net cash flows from investing activities ...........................
Net cash flows from financing activities...........................
Net increase/(decrease) in cash and cash equivalents ..

Three months ended
31 March
2018
2017(unaudited)
30.3
2.5
(2.6)
(1.1)
0.0
0.2
27.7
1.6

Year ended 31 December
2017
2016
2015
(€ millions)
200.6
189.6
138.4
(17.9)(12.5)
(6.9)
1.0
0.2
40.0
183.7
177.3
171.5

Selected Non-IFRS Financial Measures and APMs (unaudited)
The following table sets forth selected Non-IFRS Financial Measures and alternative performance measures used by Adyen forthe years ended 31 December 2017, 31 December 2016 and 31 December 2015 and for the three month period ended 31 March2018 and 2017.

EBITDA2
Extraordinary Visa gain2
Adjusted EBITDA (€ millions) .......................
Adjusted EBITDA Margin (%)........................
Free Cash Flow € millions)..............................
Net Revenue (€ millions) .................................

Three months ended
31 March
2018
2017
34.1
19.6
N/A
N/A
34.1
19.6
45.8%
44.0%
32.0
18.5
74.4
44.5

Year ended 31 December
2017
2016
2015
99.4
123.4
43.1
N/A
56.3
N/A
99.4
67.1
43.1
45.5%
42.5%
43.8%
88.4
54.6
36.2
218.3
158.0
98.5

CAGR1
51.9%
N/A
51.9%
N/A
56.3%
48.9%

________________
1
2

Compound annual growth rate ("CAGR") for the years 2015-2017.
See "Selected Consolidated Financial Information - Selected Non-IFRS Financial Measures and APMs".

B.8

Pro forma
financialinformation

Not applicable. No pro forma financial information has been included in
the Prospectus.

B.9

Profit forecast or
estimate

Not applicable. The Company has not issued a profit forecast.

B.10

Historical audit
reportqualification

Not applicable. There are no qualifications in the independent auditor'sreport on the historical financial information for the years ended 31
December 2017, 2016 and 2015.

B.11

Working capitalIn the opinion of Adyen, its working capital is sufficient for its present
requirements for at least 12 months following the date of the Prospectus.
In the opinion of Adyen, its current own funds are sufficient to comply withthe own funds requirements, as set out in the Capital Requirements
Regulation (EU) No 575/2013 of the European Parliament and of theCouncil of 26 June 2013 on prudential requirements for credit institutions-8-Section B - Company
and investment firms and amending Regulation (EU) No 648/2012("CRR").
In the opinion of Adyen, its current liquidity position is sufficient to comply
with the liquidity requirements, as set out in the CRR.
Section C - Securities
Type, class, andsecurity codes of
the Offer Shares

The Ordinary Shares are ordinary shares in the issued and outstanding sharecapital of the Company with a nominal value of €0.01 each.

C.2

Currency of theOffer Shares

The Offer Shares are denominated, and will trade, in euro.

C.3

Number of
Shares and value

As at 31 May 2018, the Company's issued share capital amounted to€294,454.58, divided into 29,445,458 Ordinary Shares with a nominal
value of €0.01 each. As of the moment of execution of the notarial deedpursuant to which the Articles Of Association will become effective, theCompany's authorized share capital will amount to €306,830.36, divided
into 30,683,036 Ordinary Shares with a nominal value of €0.01 each.

C.4

Rights attachedto the Ordinary
SharesThe Ordinary Shares carry dividend rights. Each Ordinary Share confers
the right on the holder to cast one vote at the General Meeting. There are
no restrictions on voting rights for Ordinary Shares.

C.1

Application has been made to list all Ordinary Shares under the symbol"ADYEN" on Euronext Amsterdam under ISIN Code: NL0012969182.

Issue of Shares
Under the articles of association (statuten) of the Company as are to beamended pursuant to the notarial deed of conversion and amendment inrespect of the Company, in accordance with a resolution of the
Shareholders adopted on 17 April 2018 (the "Deed of Amendment" andsuch articles, the "Articles of Association"), the General Meeting may
resolve to issue shares in the Company, or grant rights to subscribe forshares in the Company, upon a proposal of the management board (raadvan bestuur) of the Company (the "Management Board") which has been
approved by the supervisory board (raad van commissarissen) of theCompany (the "Supervisory Board" and such shares, the "Shares"). The
Articles of Association provide that the General Meeting may designate theauthority to issue Shares, or grant rights to subscribe for Shares, to theManagement Board, upon a proposal of the Management Board which has
been approved by the Supervisory Board.
If the Management Board has been designated as the body authorized toresolve upon an issue of Shares, the number of Shares of each classconcerned must be specified in such designation. Upon such designation,
the duration of the designation shall be set, which shall not exceed five
years. The designation may be extended, from time to time, by a resolutionof the General Meeting for a subsequent period of up to five years eachtime. If not otherwise determined in the resolution, such authority can only
be withdrawn by the General Meeting at the proposal of the Management
Board which has been approved by the Supervisory Board.
On 17 April 2018, the General Meeting designated the Management Board
as the body authorized, subject to the approval of the Supervisory Board,
to issue Shares, to grant rights to subscribe for Shares and to exclude-9-Section C - Securities
statutory pre-emptive rights in relation to such issuances of Shares or
granting of rights to subscribe for Shares, each for a period of 18 months
with effect as of the Settlement Date and subject to the condition precedentof execution of the Deed of Amendment. The authority of the Management
Board is limited to a maximum of 10% of the total issued Shares at the time
the authority is used for the first time plus a further 10% of the total issued
Shares in connection with or at the occasion an issue occurs as part of amerger or acquisition.
No resolution of the General Meeting or the Management Board is required
for an issue of Shares pursuant to the exercise of a previously granted rightto subscribe for Shares.
Pre-Emptive Rights
Upon an issuance of Shares, each Shareholder shall have a pre-emptive
right in proportion to the aggregate nominal amount of his Shares, unlesssuch right is withheld by law or limited or excluded by a resolution of theGeneral Meeting or, if applicable, a resolution of the Management Board
subject to the approval of the Supervisory Board. Shareholders do not havepre-emptive rights in respect of the issue of Shares (or the granting of rights
to subscribe for Shares) (a) against a contribution in kind, (b) to employeesof the Company or (c) to persons exercising a previously-granted right tosubscribe for Shares. These pre-emptive rights also apply in case of
granting of rights to subscribe for Shares.
Pre-emptive rights may be limited or excluded by a resolution of theGeneral Meeting, upon a proposal of the Management Board which has
been approved by the Supervisory Board. The General Meeting may
designate this authority to the Management Board upon a proposal of theManagement Board which has been approved by the Supervisory Board. A
designation as referred to above will only be valid for a specified period of
no more than five years and may from time to time be extended for a periodof no more than five years (i.e. for the same period as the designation of
authority to issue Shares). A resolution by the Management Board (if so
designated by the General Meeting) to limit or exclude pre-emptive rights
requires the approval of the Supervisory Board.
On 17 April 2018, the General Meeting resolved to designate theManagement Board as the body authorized, subject to the approval of theSupervisory Board, to limit or exclude the pre-emptive rights upon theissuance of Shares for a period of 18 months with effect as of the Settlement
Date and subject to the condition precedent of execution of the Deed ofAmendment, simultaneously with the designation of the Management
Board as the competent body to issue Shares.
Dividends and other distributions
The payment of dividends is subject to regulatory restrictions set out in
CRR and the Capital Requirements Directive 2013/36/EU of the European
Parliament and of the Council of 26 June 2013 on access to the activity ofcredit institutions and the prudential supervision of credit institutions andinvestment firms, amending Directive 2002/87/EC and repealing
Directives 2006/48/EC and 2006/49/EC ("CRD IV") (as implemented in
Dutch law). In particular, Adyen will be prevented from distributing
dividends in circumstances where the relevant dividend payment would
cause its Common Equity Tier 1 ("CET1") to reach a level where Adyenno longer meets its CBR, would cause its distributable items (as defined in
CRR) to be exceeded or, if Adyen no longer meets its CBR and when

- 10 -

Section C - Securities
aggregated together with other distributions of the kind referred to in article
3:62b Dutch financial supervision act (Wet op het financieel toezicht, the"Dutch Financial Supervision Act") implementing article 141(2) of CRD
IV, would cause the relevant maximum distributable amount to be
exceeded. In addition, the law implementing CRD IV and CRR allows
DNB to restrict or prohibit dividend payments if in its view such measureis needed to strengthen Adyen's capital in view of prudential requirements
Dividend Policy
Adyen intends to retain any profits to expand the growth and developmentof Adyen's business and, therefore, does not anticipate paying dividends to
its Shareholders in the foreseeable future.
C.5

Restrictions onfreetransferability of
the Ordinary
SharesThe Ordinary Shares are in registered form. The transfer of a registered
Ordinary Share or of a restricted right thereto requires a deed of transfer
drawn up for that purpose and acknowledgement of the transfer by theCompany in writing. The latter condition is not required in the event that
the Company is party to the transfer.
If a registered Ordinary Share is transferred for inclusion in a collection
deposit, the transfer will be accepted by the intermediary concerned. If aregistered Ordinary Share is transferred for inclusion in a giro deposit, thetransfer will be accepted by the central institute, being the Netherlands
Central Institute for Giro Securities Transactions (Nederlands Centraal
Instituut voor Giraal Effectenverkeer B.V.) ("Euroclear Nederland").
Upon issuance of a new Ordinary Share to Euroclear Nederland or to anintermediary, the transfer in order to include the Ordinary Share in the girodeposit or the collection deposit will be effected without the cooperation of
the other participants in the collection deposit or the giro deposit. Ordinary
Shares included in the collection depot or giro deposit can only be deliveredfrom a collection deposit or giro deposit with due observance of the related
provisions of the Dutch securities giro act (Wet Giraal Effectenverkeer)(the "Dutch Securities Giro Act"). The transfer by a deposit shareholder
of its book-entry rights representing such Ordinary Shares shall be effectedin accordance with the provisions of the Dutch Securities Giro Act. The
same applies to the establishment of a right of pledge and the establishment
or transfer of a usufruct on these book-entry rights.

C.6

C.7

Listing andadmission to
trading of theOrdinary Shares

Not applicable. The Ordinary Shares are not listed or admitted to trading.

Dividend policy

Adyen intends to retain any profits to expand the growth and developmentof Adyen's business and, therefore, does not anticipate paying dividends to
its Shareholders in the foreseeable future.

Application has been made to admit all Ordinary Shares to listing andtrading on Euronext Amsterdam under the symbol "ADYEN". Subject toacceleration or extension of the timetable for the Offering, trading on an"as-if-and-when-delivered" basis in the Ordinary Shares on Euronext
Amsterdam is expected to commence on or about 13 June 2018 (the "First
Trading Date").

- 11 -

Section D - Risks
D.1

Risks relating toAdyen's businessand industry

The following is a summary of selected key risks that relate to Adyen andits business and industry. Investors should read, understand and consider
all risk factors, which are material and should be read in their entirety, in"Risk Factors" beginning on page 20 of the Prospectus before making an
investment decision to invest in the Offer Shares.
Key Risks Related to Adyen's Business and IndustryxAdyen's growth may not be sustainable and depends on its ability
to retain existing merchants, attract new merchants, and increase
processed volumes and revenue from both new and existing
merchants.

xAdyen's success depends on its ability to develop products andservices to address the rapid and significant technological changes
and evolving market for payments and if Adyen is not able toimplement successful enhancements and new features for its
single platform, its business could be materially and adversely
affected.

x

Merchant defaults could potentially lead to financial losses for theCompany due to chargebacks and refunds.

x

Substantial and increasingly intense competition worldwide in the
global payments industry may materially and adversely affectAdyen's business, financial condition, results of operations andprospects.

xAdyen and its merchants, partners and others who use its services,
obtain and process a large amount of sensitive data. Any real or
perceived privacy breaches or improper use of, disclosure of, oraccess to such data could harm Adyen's reputation as a trusted
brand, as well as have a material and adverse effect on its business,financial condition, results of operations and prospects.

x

Systems failures, downtime and interruptions in the availability ofAdyen's websites, applications, products or services may
materially and adversely affect its business, financial condition,
results of operations and prospects.

xAdyen's IT systems may be compromised as the result of
DDoS/DNS/Routing-attack or other cyber-attacks or events.

x

Providers of payment solutions, including Adyen, depend on both
direct and sponsored membership in card networks andcompliance with card network rules, or relationships withsponsoring financial institutions to provide access to those
networks. If Adyen fails to comply with the requirements of those
networks or sponsors, or if Adyen's relations with those networks
or sponsors deteriorate, those card networks or sponsors could
terminate or suspend Adyen's access or impose fines.

xCertain large merchants provide an outsized share of Adyen's net
revenue and the termination of such agreements by merchants or
reduction in business with such merchants could harm its business.

x

Use of Adyen's payments services for illegal purposes may
materially and adversely affect its business, financial condition,- 12 -

Section D - Risks
results of operations and prospects and as Adyen is subject to antimoney laundering, anti-terrorism, anti-corruption and sanctions
regulations, failure to comply with these regulations may lead toadministrative sanctions, criminal penalties and/or reputational
damage.
x

Global and regional economic conditions may materially andadversely affect Adyen's business, financial condition, results ofoperations and prospects.

xAdyen is subject to credit risks in respect of counterparties,
including other financial institutions.

xAdyen's success largely depends on its entrepreneurial culture.

xAdyen's success largely depends on key personnel. Because
competition for Adyen's key employees is intense, Adyen may not
be able to attract, retain, and develop the highly skilled employees
Adyen needs to support its business. The loss of key personnel
may materially and adversely affect its business, financial
condition, results of operations and prospects.

Key Risks Related to Supervision and Regulation

D.3

Risks relating to
the Offer Sharesand the Offeringx

The regulatory environment to which Adyen is subject gives rise
to significant legal and financial compliance costs andmanagement time, and non-compliance could result in monetaryand reputational damages, all of which could have a material
adverse effect on Adyen's business, financial position and resultsof operations.

x

The financial services industry is subject to intensive regulation.
Major changes in laws and regulations as well as enforcement
action could adversely affect Adyen's business, financial position,
results of operations and prospects.

x

As a result of capital and/or liquidity requirements, Adyen may
not be able to manage its capital and liquidity effectively, which
may adversely affect its business performance.

Key Risks Related to the Offering and Adyen's Ordinary Shares
The following is a summary of the key risks that relate to the Offer Sharesand the Offering. Investors should read, understand and consider all risk
factors, which are material and should be read in their entirety, in "Risk
Factors" beginning on page 20 of the Prospectus before making an
investment decision to invest in the Offer Shares.
x

The Ordinary Shares in Adyen may be subject to market pricevolatility and the market price of the Ordinary Shares may decline
in response to developments that are unrelated to Adyen's
operating performance or beyond Adyen's control.

x

Future sales or the possibility of future sales of a substantial
number of Ordinary Shares, including by the Selling Shareholders,
may adversely affect the market price of the Ordinary Shares.

- 13 -

Section E - the Offering
E.1

Net proceeds andestimated
expenses

The Selling Shareholders will receive the net proceeds from the Offering
and, if the Over-Allotment Option (as defined below) is exercised, certain
Selling Shareholders will receive the net proceeds from the sale of theAdditional Shares. The Company will not receive any proceeds from theOffering.
After deducting the estimated expenses, commissions and taxes related to
the Offering payable by the Selling Shareholders of approximately €25.2
million, the Selling Shareholders expect to receive approximately €811.2
million net proceeds from the Offering (based on an Offer Price at the midpoint of the Offer Price Range (as defined below) and assuming no exerciseof the Over-Allotment Option (as defined below) that is to be granted by
the Selling Shareholders in connection with the Offering).
No expenses or taxes will be charged by the Company, the Selling
Shareholders or the Underwriters to the purchasers in the Offering.
The expenses related to the Offering are estimated at approximately €26.9
million, of which an estimated amount of €1.7 million will be paid by theCompany and include, among others, the fees due to the AFM andEuronext Amsterdam N.V., and any legal and administrative expenses, aswell as publication costs and applicable taxes, if any. The fees for theUnderwriters will be paid by the Selling Shareholders and are estimated to
be an amount of €25.2 million.

E.2aReasons for theOffering and useof proceeds

Background and Reasons for the Offering
Adyen believes that the Offering and the listing of the Ordinary Shares onEuronext Amsterdam will create the possibility for investors to participate
in the future of Adyen, provide Adyen with strategic and financial
flexibility to maintain growth and further build the Company. Furthermore
it supports Adyen's ability to maintain, promote and enhance the Adyen
brand among merchants, and increasing opportunities to attract and retain
talented employees. In addition, the Offering is being conducted to provide
the Selling Shareholders with an exit opportunity for part of theirshareholding.
Use of Proceeds
The Selling Shareholders will receive the net proceeds from the Offering
and, if the Over-Allotment Option is exercised, the net proceeds from thesale of the Additional Shares. The proceeds received by the Selling
Shareholders will be entirely at their disposal. Adyen will not receive any
proceeds from the Offering.

E.3

Terms andconditions of theOffering

Offer Shares
The Selling Shareholders are offering up to 3,744,436 Offer Shares (notincluding any Additional Shares). Assuming no exercise of the OverAllotment Option, the Offer Shares represent up to a maximum of
approximately 12.7% of the Company's issued share capital.
The Offering consists solely of private placements to institutional investors
in various jurisdictions, including the Netherlands. The Offer Shares arebeing offered and sold: (i) within the United States of America (the"United States") solely to persons reasonably believed to be "qualified
institutional buyers" ("QIBs") as defined in Rule 144A ("Rule 144A")
under the US Securities Act of 1933, as amended (the "US Securities Act")and applicable state securities laws; and (ii) outside the United States in- 14 -

Section E - the Offering
compliance with Regulation S under the US Securities Act ("Regulation
S"). The Offer Shares have not been and will not be registered under the
US Securities Act. The Offering is made only in those jurisdictions inwhich, and only to those persons to whom, the Offering may be lawfully
made. There will be no public offering in any jurisdiction.
Over-Allotment Option
The Selling Shareholders have granted the Joint Global Coordinators, onbehalf of the Underwriters an option (the "Over-Allotment Option"),exercisable within 30 calendar days after the First Trading Date, pursuant
to which the Joint Global Coordinators, on behalf of the Underwriters, may
require such Selling Shareholders to sell at the Offer Price such number of
additional existing Ordinary Shares (the "Additional Shares") held by
them, equaling up to 11.9% of the total number of Offer Shares, for the
avoidance of doubt excluding the Additional Shares, to cover shortpositions resulting from any over-allotments made in connection with theOffering or stabilization transactions, if any.
Timetable
Subject to acceleration or extension of the timetable for, or withdrawal of,
the Offering, the timetable below lists certain expected key dates for theOffering:
Event
Start of Offer Period ...........................................................
End of Offer Period.............................................................
Expected pricing and Allocation .........................................
Commencement of trading on an "as-if-and -whendelivered" basis on Euronext Amsterdam ........................
Settlement (payment and delivery) .....................................

Expected Dateand Time (CEST)
5 June 2018
09:00
12 June 2018
14:00
12 June 2018
13 June 201815 June 2018

09:00
09:00

Offer Period
The Offering will take place during the period commencing at 09:00 CESTon 5 June 2018 and ending at 14:00 CEST on 12 June 2018, subject toacceleration or extension of the timetable for the Offering (the "Offer
Period"). In the event of an acceleration or extension of the Offer Period,
pricing, allotment, admission and first trading of the Offer Shares, as wellas payment (in euro) for and delivery of the Offer Shares in the Offering
may be advanced or extended accordingly.
If a significant new material factor, material mistake or inaccuracy relating
to the information included in this Prospectus that is capable of affecting
the assessment of the Offer Shares arises or is noted between the date ofthis Prospectus and the later of the end of the Offer Period and the start of
trading of the Offer Shares on Euronext Amsterdam, a supplement to thisProspectus will be published, the Offer Period will be extended, if so
required by the Directive 2010/73/EU (the "Prospectus Directive"), theDutch Financial Supervision Act or the rules promulgated thereunder. A
supplement to this Prospectus shall be subject to approval by the AFM.
Offer Price and the Number of Offer Shares
The Offer Price is expected to be in the range of €220 to €240 (inclusive)
per Offer Share (the "Offer Price Range"). The Offer Price Range is anindicative price range.
Subscription and Allocation- 15 -

Section E - the Offering
The allocation of the Offer Shares is expected to take place after the closingof the Offer Period on or about 12 June 2018, subject to acceleration or
extension of the timetable for the Offering. Allocation of the Offer Shares("Allocation") to investors who subscribed for Offer Shares will be
determined by the Company and the Selling Shareholders, after
consultation with the Joint Global Coordinators, and full discretion will be
exercised as to whether or not and how to allocate the Offer Shares
subscribed for. There is no maximum or minimum number of Offer Sharesfor which prospective investors may subscribe and multiple (applicationsfor) subscriptions are permitted. In the event that the Offering is oversubscribed, investors may receive fewer Offer Shares than they applied tosubscribe for. The Company and the Selling Shareholders, as well as the
Joint Bookrunners may, at their own discretion and without stating the
grounds therefore, reject any subscriptions wholly or partly. On the daythat allocation occurs, the Joint Global Coordinators, on behalf of theUnderwriters, will notify investors or the relevant financial intermediaryof any allocation of Offers Shares made to them. Any monies received in
respect of subscriptions which are not accepted in whole or in part will be
returned to the investors without interest and at the investor's risk.
Payment
Payment for the Offer Shares and payment for Additional Shares pursuant
to the Over-Allotment Option, if such option has been exercised prior to
the Settlement Date, is expected to take place on the Settlement Date. The
Investors must pay the Offer Price in immediately available funds in fullin euro on or before the Settlement Date (or earlier in the case of an earlyclosing of the Offer Period and consequent acceleration of pricing,
Allocation, first trading and payment and delivery). No expenses or taxes
will be charged by the Company, the Selling Shareholders or theUnderwriters to the investors (see "Taxation").
Delivery, Clearing and Settlement
The Offer Shares are registered shares which will be entered into thecollection deposit (verzameldepot) and giro deposit (girodepot) on thebasis of the Dutch Securities Giro Act. The Offer Shares will be deliveredin book-entry form through the facilities of Euroclear Nederland.
Application has been made for the Ordinary Shares to be accepted forclearance through the book-entry facilities of Euroclear Nederland.
Euroclear Nederland is located at Herengracht 459-469, 1017 BS
Amsterdam, the Netherlands. Delivery of the Offer Shares and the
Additional Shares pursuant to the Over-Allotment Option, if such option
has been exercised prior to the Settlement Date, is expected to take placeon the Settlement Date through the book-entry facilities of Euroclear
Nederland, in accordance with its normal settlement procedures applicableto equity securities and against payment for the Offer Shares and, if
applicable, the Additional Shares, in immediately available funds.
Subject to acceleration or extension of the timetable for the Offering, theSettlement Date is expected to be 15 June 2018, the second business day
following the First Trading Date (T+2). The closing of the Offering may
not take place on the Settlement Date or at all if certain conditions or eventsreferred to in the Underwriting Agreement (as defined below) are notsatisfied or waived or occur on or prior to such date.
Underwriting Agreement- 16 -

Section E - the Offering
The Company, the Selling Shareholders and the Underwriters have enteredinto an underwriting agreement (the "Underwriting Agreement") withrespect to the Offering and sale of the Offer Shares. Under the terms andsubject to the conditions set forth in the Underwriting Agreement, theUnderwriters severally agree to procure purchasers for the Offer Shares or,if the procured purchasers fail to purchase the Offer Shares, to purchase
the Offer Shares themselves, and the Selling Shareholders severally agree
to sell Offer Shares to purchasers procured by the Underwriters or to theUnderwriters themselves.
The Underwriting Agreement provides that the obligations of theUnderwriters to procure purchasers for the Offer Shares or, if the procured
purchasers fail to purchase the Offer Shares, to purchase the Offer Shares
themselves, are subject to the following conditions: (i) the Company shallhave been converted into a public limited liability company under Dutch
law (ii) the approval of this Prospectus by the AFM being in full force andeffect (iii) admission of the Offer Shares to listing and trading on Euronext
Amsterdam (iv) receipt on or before the Settlement Date of opinions oncertain legal matters from legal counsel relating to, among other things, theCompany, the Selling Shareholders, the Underwriting Agreement, thisProspectus and the Offer Shares (v) receipt on the date of signing of theUnderwriting Agreement of comfort letters with respect to financial
statements for the three years ended 31 December 2017, 2016 and 2015
and for the three months ended 31 March 2018 and 2017 and certain otherfinancial information (vi) the "lock-up" undertakings, by each of theCompany, members of the Management Board, Selling Shareholders, Ossa
and Iconiq, in each case relating to sales and certain other dispositions ofordinary shares or certain other securities, delivered to the Joint Global
Coordinators on or before the date hereof, shall be in full force (vii) receipt
of customary officers' certificates (viii) the Pricing Agreement shall beentered into by each of the parties thereto not later than 12 June 2018, (orsuch later date as the Company, Selling Shareholders and the Joint Global
Coordinators (on behalf of themselves and the several Underwriters), may
agree (ix) the Share Lending Agreement shall be entered into on or before
the date of the Pricing Agreement and shall be in full force and effect on
the Settlement Date and each of the holders of Additional Shares shall havecomplied with its obligations under the Share Lending Agreement (x)certain other customary closing conditions, including, among other things,
the accuracy of the representations and warranties provided by theCompany and each of the Selling Shareholders pursuant to theUnderwriting Agreement and the fulfilment by the Company and each of
the Selling Shareholders of their respective conditions under theUnderwriting Agreement and (xi) there shall not have occurred any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the business, assets, financial
position, shareholder's equity, results of operations or prospects of theCompany and its subsidiaries, taken as a whole. The Underwriters will
have the right to waive the satisfaction of any such conditions or part
thereof.
Upon the occurrence of certain specified events, such as the occurrence of(i) any material adverse change in or affecting the business, assets,financial position, shareholder's equity, cashflow, solvency or results ofoperations of the Company and its subsidiaries, taken as a whole, since thedate of the Underwriting Agreement, (ii) a breach by the Company or anyof the Selling Shareholders of any of the representations, warranties orcovenants contained in the Underwriting Agreement (iii) trading generally
having been suspended or materially limited on any of the New York Stock- 17 -

Section E - the Offering
Exchange, the NASDAQ Global Market, the London Stock Exchange plc,
or Euronext Amsterdam, or (iv) a statement in this Prospectus, the Pricing
Statement or any amendment or supplement to this Prospectus being
untrue, inaccurate or misleading which in the sole, good-faith judgment of
the Joint Global Coordinators, is material in the context of the Offering,(v) the application for admission is rejected by Euronext or (vi) a generalmoratorium on commercial banking activities in the United States, theUnited Kingdom or the Netherlands shall have been declared by therelevant authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States, the United
Kingdom or the Netherlands, the Joint Global Coordinators, on behalf of
the Underwriters, may elect to terminate the Underwriting Agreement until
the Settlement Date (or thereafter, in respect of the Over-Allotment Optiononly) and the Offering may be withdrawn, in which case all subscriptions
for Offer Shares or the Additional Shares only, as the case may be, will be
disregarded, any allotments made will be deemed not to have been madeand any subscriptions payments made will be returned without interest orother compensation and transactions in the Offer Shares on Euronext
Amsterdam may be annulled. Any dealings in the Offer Shares prior to
Settlement are at the sole risk of the parties concerned
Joint Global Coordinators and Joint Bookrunners
Morgan Stanley & Co. International plc ("Morgan Stanley") and J.P.
Morgan Securities plc ("J.P. Morgan") are acting as joint global
coordinators for the Offering (in such and any other capacity, the "Joint
Global Coordinators") and together with ABN AMRO Bank N.V. ("ABN
AMRO"), Merrill Lynch International ("BofA Merrill Lynch") andCitigroup Global Markets Limited ("Citigroup") as joint bookrunners for
the Offering (the "Joint Bookrunners").
Underwriters
The Joint Global Coordinators and the Joint Bookrunners are acting as
underwriters (the "Underwriters").
Listing and Paying AgentABN AMRO is the listing and paying agent with respect to the admission
to listing and trading of the Ordinary Shares on Euronext Amsterdam.
Stabilization Agent
J.P. Morgan is the stabilization agent (the "Stabilization Agent") withrespect to the Offer Shares on Euronext Amsterdam.
E.4

Interests
material to theOffering(including
conflicts ofinterests)

Certain of the Underwriters and/or their respective affiliates have in thepast been engaged, and may in the future, from time to time, engage incommercial banking, investment banking and financial advisory andancillary activities in the ordinary course of their business with theCompany and/or the Selling Shareholders or any parties related to any ofthem, in respect of which they have received, and may in the future receive,customary fees and commissions.
In connection with the Offering, each of the Underwriters and any of theirrespective affiliates, may take up a portion of the Offer Shares in theOffering as a principal position and in that capacity may retain, purchaseor sell for its own account such securities and any Offer Shares or related
investments and may offer or sell such Offer Shares or other investments
otherwise than in connection with the Offering. Accordingly, references in- 18 -

Section E - the Offering
this Prospectus to Offer Shares being offered or placed should be read as
including any offering or placement of Offer Shares to any of theUnderwriters or any of their respective affiliates acting in such capacity. In
addition certain of the Underwriters or their affiliates may enter into
financing arrangements (including swaps or contracts for differences) withinvestors in connection with which such Underwriters (or their affiliates)
may from time to time acquire, hold or dispose of Offer Shares. None of
the Underwriters intends to disclose the extent of any such investment ortransactions otherwise than pursuant to any legal or regulatory obligation
to do so. As a result of acting in the capacities described above, theUnderwriters may have interests that may not be aligned, or could
potentially conflict, with investors' and the Company's interests.
E.5

Name of entity
offering
thesecurities
andlock-uparrangements

The Selling Shareholders are offering the Offer Shares.
Company Lock-Up
In connection with the Offering, the Company has agreed that, for a period
from the date of the Underwriting Agreement until 180 days from theSettlement Date, it will not, and will not announce any intention to, except
as set forth below, without the prior consent of each of the Joint Global
Coordinators, acting on behalf of the Underwriters, (i) issue, offer, pledge,sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or any securities convertible into or exercisable or
exchangeable for Ordinary Shares or any other similar instrument thatwould give and equity-like economic interest in the Company to its holdersor (ii) enter into any swap or other arrangement that transfers to another, inwhole or in part, any of the economic consequences of ownership of theOrdinary Shares, whether any such transaction described in clause (i) or(ii) above is to be settled by delivery of Ordinary Shares or such othersecurities, in cash or otherwise. The foregoing shall not apply to: (i) theissuance or transfer of Ordinary Shares (or similar instruments that would
give and equity-like economic interest in the Company to its holders) under
any employee remuneration, incentive or saving plans of the Company
described in this Prospectus, (ii) the sale of the Offer Shares under theUnderwriting Agreement; (iii) the sale, transfer or other disposal of any of
Ordinary Shares by way of acceptance of a public takeover offer, tender
offer, merger, consolidation or similar business combination with a third
party in respect of a 'change of control' that is recommended by theManagement Board and Supervisory Board; and (iv) the sale or disposalof Ordinary Shares where required by law or competent authority.
Shareholders and Management Lock-Up
In connection with the Offering, each of the Selling Shareholders, Ossa
and Iconiq and each of the members of the Management Board not coveredby the Selling Shareholder lock-up has agreed that, for a period of from thedate of the Underwriting Agreement until 180 days from the Settlement
Date, it will not, and will not announce any intention to, except as set forth
below, without the prior written consent of each of the Joint Global
Coordinators, acting on behalf of the Underwriters, (i) issue, offer, pledge,sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any
Ordinary Shares or any securities convertible into or exercisable or
exchangeable for Ordinary Shares or any other similar instrument thatwould give and equity-like economic interest in the Company to its holders- 19 -

Section E - the Offeringor (ii) enter into any swap or other arrangement that transfers to another, inwhole or in part, any of the economic consequences of ownership of theOrdinary Shares, whether any such transaction described in clause (i) or(ii) above is to be settled by delivery of Ordinary Shares or such othersecurities, in cash or otherwise. The foregoing shall not apply to: (i) inrespect of the Selling Shareholders only, the sale of the Offer Shares under
the Underwriting Agreement, (ii) in respect of the Selling Shareholders
only, the lending of the lending shares under the Share Lending
Agreement; (iii) transfers of securities subject to the lock-up to certain
related parties, provided such transferee provides undertakings to the Joint
Global Coordinators equivalent to those agreed in the form of lock-up deedattached as an exhibit to the Underwriting Agreement; (iv) the sale, transfer
or other disposal of any of securities subject to the lock-up by way of
acceptance of a public takeover offer, tender offer, merger, consolidationor similar business combination with a third party in respect of a 'changeof control' that is recommended by the Management Board andSupervisory Board; (v) in respect of the STAK only, the issuance ortransfer of Shares (or similar instrument that would give and equity-like
economic interest in the Company to its holders, including depository
receipts for shares) under any employee remuneration, incentive or savingplans of the Company described in this Prospectus; and (vi) the sale ordisposal of Ordinary Shares where required by law or competent authority.
E.6

Dilution

Not applicable. As only existing Ordinary Shares will be offered, theOffering will not have a dilutive effect.

E.7

Estimated
expensescharged to theinvestor by theCompany or
Selling
Shareholders

Not applicable. No expenses have been or will be charged to the investors
by the Company or the Selling Shareholder in relation to the Offering.

- 20 -RISK FACTORS
Before investing in the Ordinary Shares, prospective investors should carefully consider the risks anduncertainties described below, together with the other information contained or incorporated by referencein this Prospectus. The occurrence of any of the events or circumstances described in these risk factors,
individually or together with other circumstances, could have a material adverse effect on Adyen's business,
results of operations, financial condition and prospects. In that event, the value of the Ordinary Shares
could decline and an investor might lose part or all of its investment.
The order in which risks are presented is not necessarily an indication of the likelihood of the risks actuallymaterializing, of the potential significance of the risks or of the scope of any potential harm to the business,
results of operations, financial condition and prospects of Adyen.
While Adyen believes that the risks and uncertainties described below are the material risks anduncertainties concerning Adyen's business and the Ordinary Shares, they are not the only risks anduncertainties relating to Adyen and the Ordinary Shares. Other risks, facts or circumstances not presently
known to Adyen, or that Adyen currently deem to be immaterial could, individually or cumulatively, prove
to be important and could have a material adverse effect on Adyen's business, results of operations,financial condition and prospects. The value of the Ordinary Shares could decline as a result of theoccurrence of any such risks, facts or circumstances or as a result of the events or circumstances describedin these risk factors, and investors could lose part or all of their investment.
Prospective investors should read and carefully review the entire Prospectus and should reach their own
views before making an investment decision with respect to any Ordinary Shares. Furthermore, before
making an investment decision with respect to any Ordinary Shares, prospective investors should consult
their own stockbroker, bank manager, lawyer, auditor or other financial, legal and tax advisers andcarefully review the risks associated with an investment in the Ordinary Shares and consider such aninvestment decision in light of their personal circumstances.
Prospective investors are expressly advised that an investment in the Ordinary Shares entails certain risks
and that they should therefore read and carefully review the content of this Prospectus. A prospective
investor should not invest in the Ordinary Shares unless it has the expertise (either alone or with a financial
adviser) to evaluate how the Ordinary Shares will perform under changing conditions, the resulting effects
on the value of the Ordinary Shares and the impact this investment will have on its overall investment
portfolio. Prospective investors should also consult their own tax advisers as to the tax consequences of thepurchase, ownership and disposition of the Ordinary Shares.
Risks Related to Adyen's Business and Industry
Adyen's growth may not be sustainable and depends on its ability to retain existing merchants, attract
new merchants, and increase processed volumes and revenue from both new and existing merchants.
The growth of Adyen's business depends on its ability to retain existing merchants, attract new merchants
as well as getting existing merchants and new merchants to increase the volumes processed through theplatform and therefore grow revenue. Adyen's standard merchant contracts provide for a termination clause,
which generally allows Adyen's merchants to terminate the contract at any time following a limited notice
period (i.e. one month). In addition under these standard merchant contracts, Adyen's merchants are notsubject to any minimum volume commitments and they have no obligation to continue to use its services,and Adyen cannot assure potential investors that merchants will continue to use its services, or that Adyen
will be able to continue to attract new volumes at the same rate as it has in the past. A merchant's payment
processing activity with Adyen may decrease for a variety of reasons, including the merchant's level ofsatisfaction with Adyen's products and services, the effectiveness of Adyen's support services, pricing ofAdyen's products and services, the pricing and quality of competing products or services, the effects ofglobal economic conditions, or reductions in the merchant's shopper spending levels. Furthermore, thecomplexity and costs associated with switching transaction volume to a competitor may not be significant
enough to prevent a merchant from switching payment service providers, especially for larger merchants
who commonly engage more than one payment service provider at any one time. Any failure by Adyen toretain existing merchants, attract new merchants, and increase revenue from both new and existing
merchants could materially and adversely affect Adyen's business, financial condition, results of operations
and prospects.

- 21 -

Adyen's success depends on its ability to develop products and services to address the rapid andsignificant technological changes and evolving market for payments and if Adyen is not able toimplement successful enhancements and new features for its single platform, its business could bematerially and adversely affected.
Adyen expects that new services and rapid and significant technological change applicable to the industries
in which it operates, including e-commerce, mobile commerce, electronic payments infrastructure, andproximity payment devices, will continue to emerge and evolve. These potential changes include
developments in tokenization, which replaces sensitive data (e.g., payment card information) with symbols(tokens) to keep the data safe in the event that it ends up in the wrong hands. Similarly, there is rapid
innovation in the provision of other products and services to businesses, including in financial services,such as peer-to-peer (P2P) payments.
These new services and technologies, offered by existing, new and/or yet unknown competitors or othermarket players such as card networks, may be superior to, cheaper than, impair, or render obsolete theproducts and services Adyen currently offers through its single platform or the technologies it currently
uses to provide them. Incorporating new technologies into Adyen's products and services may require
substantial expenditures and take considerable time, and Adyen may not be successful in realizing a returnon these development efforts in a timely manner or at all. There can be no assurance that any new products
or services Adyen develops and offers to its merchants will achieve significant commercial acceptance.
Adyen's ability to develop new products and services may be inhibited by industry-wide standards, payment
networks, laws and regulations, resistance to change from merchants or their shoppers, or third-parties'
intellectual property rights. Adyen's success will depend on its ability to develop new technologies and toadapt to technological changes and evolving industry standards. If Adyen is unable to provide
enhancements and new features for its single platform that achieve market acceptance or that keep pacewith rapid technological developments and evolving industry standards, its business, financial condition,
results of operations and prospects could be materially and adversely affected.
The success of enhancements, new features, and products and services depends on several factors, including
the timely completion, introduction, and market acceptance of the enhancements or new features orservices. Adyen relies not only on its own initiatives and innovations, but also on third-parties, for thedevelopment of and access to new technologies. Failure to accurately predict or respond effectively todevelopments in Adyen's industry may materially and adversely affect Adyen's business, financial
condition, results of operations and prospects.
Merchant defaults could potentially lead to financial losses for the Company due to chargebacks andrefunds.
When shoppers claim that a merchant has not performed or that their goods or services do not match themerchant's description or have not been delivered at all, Adyen could incur substantial losses due tochargebacks on payment cards used by shoppers to fund their payments. Adyen seeks to recover such losses
from the merchant, but may not be able to recover in full if the merchant is unwilling or unable to pay. In
particular, in the event of the bankruptcy or other business interruption of a merchant that sells goods orservices in advance of the date of their delivery or use (e.g., airline, cruise or concert tickets, custom-madegoods and subscriptions), Adyen faces a significant risk of chargebacks due to its acquiring licenses, where
it remains financially responsible for merchant defaults. Adyen has experienced defaults from merchants
resulting in losses for Adyen related to chargebacks from shoppers who had paid for, but had not received,
the services to be provided by the defaulted merchant. In 2016, the bankruptcy of one of Adyen's merchantsin the travel industry resulted in a €12 million merchant default loss for Adyen, which is significantly higher
than previous merchant default losses experienced by Adyen. While Adyen has implemented risk mitigation
measures, including holding merchant potential liability ("MPL") reserve funds from its merchants, basedon assumptions and estimates that Adyen believes are reasonable to cover such eventualities, thesemeasures, including the level of reserves, may not be sufficient and, to the extent that they are not sufficient,may adversely affect its business, reputation, financial condition, results of operations and prospects.
Substantial and increasingly intense competition worldwide in the global payments industry may
materially and adversely affect Adyen's business, financial condition, results of operations and prospects.
The global payments industry is highly competitive, and Adyen competes against a wide range ofbusinesses, many of which are larger than Adyen is, have a dominant and secure position, or offer otherproducts and services to shoppers and merchants which Adyen does not offer. As online and offline- 22 -

commerce are increasingly converging, the pace of change, innovation and disruption is also increasing.
The global payments industry is rapidly changing, highly innovative and increasingly subject to regulatory
scrutiny, which may negatively affect the competitive landscape. Many of the areas in which Adyen
competes are evolving rapidly with changing and disruptive technologies, shifting user needs, and frequent
introductions of new products and services. Adyen competes against a wide range of businesses withvarying roles within the payments value chain (as further described in "Overview of the Payments Value
Chain"), including:x

merchants and merchant associations providing proprietary payment networks to facilitate
payments within their own retail network, such as Amazon and Alibaba;x

gateways, including POS gateways or providers of card readers for mobile devices and of otherpoint of sale ("POS") and multi-channel technologies, such as Ingenico and Oracle;x

payment-card processors that offer their services to merchants, including for "card on file"payments where the merchant invites the shopper to select a payment method for their firsttransaction, and subsequently uses the same payment method for subsequent transactions, such as
Ingenico and WorldPay;x

payment networks which facilitate payments for shoppers using credit card, such as Visa andMastercard, and services that provide online merchants the ability to offer their shoppers the optionof paying for purchases from their bank account or paying on credit, such as PayPal; andxissuers or providers of "digital wallets" which offer shoppers the ability to pay online and/or on
mobile devices through a variety of payment methods, including mobile applications, contactless
payments, and a variety of payment cards, such as Apple Pay and Google Pay, as well as payment
services enabling banks to offer their online banking customers the ability to send and receive
payments through their bank account and mobile payment services between bank accounts, suchas Monzo and Venmo.

Some of Adyen's competitors have greater merchant bases, volume, scale, resources, and market share thanAdyen does, which may provide significant competitive advantages. Some of Adyen's competitors may
also be subject to less burdensome licensing, capital, liquidity and other regulatory requirements. They may
devote greater resources to the development, promotion, and sale of products and services, and they may
offer lower prices or more effectively introduce their own innovative products and services that adversely
impact Adyen's growth.
Adyen's competitors also include incumbent payment service providers and banks and their joint ventures,and on a world-wide basis include PayPal, Bank of America Merchant Services, Worldpay, First Data
Corporations, Chase Paymentech Solutions, Barclaycard, Global Payments, Cielo, Elavon, Ingenico,Wirecard, Worldline and potentially the card networks, for example Visa and Mastercard, who increasingly
are offering new products and services.
Adyen is facing new competitive pressure from non-traditional payments processors and other parties
entering the digital payments industry, such as Stripe, Klarna, Square and Braintree (part of PayPal), which
may compete in one or more of the functions performed in processing merchant transactions. These
companies have significant financial resources and robust networks and are highly regarded by shoppers
and merchants. If these companies gain a greater share of total digital payments transactions or if Adyen isunable to successfully react to changes in the industry spurred by the entry of these new market participants,
it could have a material adverse effect on Adyen's business, financial condition and results of operations.
Moreover, in the United States, Adyen's competitors that are financial institutions or are affiliated withfinancial institutions may not incur the sponsorship costs that Adyen incurs for registration with the card
networks in the United States. These advantages could potentially allow US competitors to offer more
attractive fees to Adyen's current and prospective merchants. This could result in a loss of existing
merchants, and greater difficulty attracting new merchants.
Moreover, if Adyen is unable to offer consistently higher transaction acceptance rates to its merchants
compared to its competitors, it faces the risk that it could lose merchants and market share to thosecompetitors. One or more of these factors could have a material adverse effect on Adyen's business,financial condition and results of operations.

- 23 -

In addition, were a single payment method to become dominant and adopted by a significant number or
substantially all of the merchants in the global marketplace at the exclusion of other payment service
providers, or if a single cash register or shopping cart provider were to become dominant and choose not towork with Adyen, its ability to compete would be significantly harmed. Adyen's failure to compete
effectively against any of the foregoing competitive threats may materially and adversely affect its business,
reputation, financial condition, results of operations and prospects.
Adyen and its merchants, partners and others who use its services, obtain and process a large amount ofsensitive data. Any real or perceived privacy breaches or improper use of, disclosure of, or access to suchdata could harm Adyen's reputation as a trusted brand, as well as have a material and adverse effect on
its business, financial condition, results of operations and prospects.
Adyen's operations involve the storage and/or transmission of sensitive information. In its capacity as
payment service provider, Adyen acts as an intermediary between merchants, shoppers purchasing fromthese merchants, and entities controlling the payment methods which the shopper chooses to use, such as
Visa or Mastercard. In the scope of its provision of service, Adyen receives personal data, which includes
payment transaction data such as data that the shoppers supply when they wish to make a payment to themerchant, i.e. their names and payment method details. This payment data is further processed by Adyen,
and passed on to the payment networks, solely for the purpose of facilitating the payment.
Consequently, Adyen is subject to complex and evolving Dutch, European and other jurisdiction's laws,
rules, regulations, orders and directives (referred to as "privacy laws") relating to the collection, use,retention, security, processing and transfer (referred to as "process") of personally identifiable information
about its merchants, their shoppers, third parties and others and their transactions (which Adyen refers to
as "personal data") in the countries where Adyen operates. Much of the personal data that Adyen processes,
especially financial information, is regulated by multiple privacy laws and, in some cases, the privacy lawsof multiple jurisdictions. In many cases, these laws apply not only to third-party transactions, but also totransfers of information between or among Adyen and its subsidiaries.
In particular, the EU General Data Protection Regulation (Regulation (EU) 2016/679, the "GDPR") was
adopted on 27 April 2016 and entered into force on 25 May 2018 with immediate direct application acrossthe EU. The GDPR imposes more stringent data protection obligations than under the previous EU
Directive 95/46/EC (Data Protection Directive) and the Dutch Data Protection Act (Wet bescherming
persoonsgegevens, "WBP"), resulting in higher compliance burdens. The GDPR requires Adyen to be able
to demonstrate its compliance with data protection principles. In addition, the GDPR increases sanctions
for data protection compliance violations of up to a maximum of €20,000,000 or 4% of Adyen's global
annual net turnover, whichever is higher. If Adyen fails to comply with these regulations, it may faceadministrative sanctions, criminal penalties and/or reputational damage, which may have an adverse effecton Adyen's business, financial condition, results of operations and prospects. See also "Data Protection
Legislation" under the chapter "Supervision and Regulation".
Any failure, or perceived failure, by Adyen to comply with its privacy policies or with any applicableprivacy laws in one or more jurisdictions could result in proceedings or actions against Adyen by
governmental entities or others, including class action privacy litigation in certain jurisdictions, significant
fines, penalties, judgments and reputational damages to Adyen, requiring Adyen to change its businesspractices, increasing the costs and complexity of compliance, any of which could materially and adversely
affect its business, financial condition, results of operations and prospects. Data protection, privacy andinformation security have become the subject of increasing public, media and legislative concern. If
merchants were to reduce their use of Adyen's products and services as a result of these concerns, its
business could be materially harmed. In addition, Adyen is also subject to the possibility of security
breaches, which themselves may result in a violation of these privacy laws. See "Adyen's IT systems may
be compromised or its services may be affected as the result of DDoS/DNS/Routing or other cyber attacks
or other events.".
Any failure of Adyen, its merchants, partners or others who use its services to adequately protect sensitive
data could have a material and adverse effect on its reputation, business, financial condition, results ofoperations and prospects.

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Systems failures, downtime and interruptions in the availability of Adyen's websites, applications,products or services may materially and adversely affect its business, financial condition, results ofoperations and prospects.
All of Adyen's services run on one platform and, in addition to technical processing, Adyen also fully
handles settlement and the matching of payment transactions. Reliability is particularly critical for Adyen
because the full-time availability of Adyen's products and services is necessary to its ability to attract
merchants for digital payments. In addition, because Adyen is a regulated financial institution in certain
jurisdictions, frequent or persistent site interruptions could lead to regulatory scrutiny, significant fines andpenalties, and/or mandatory and costly changes to its business practices, and could ultimately cause Adyen
to lose existing regulatory licenses that Adyen needs to operate or prevent or delay Adyen from obtaining
additional regulatory licenses that Adyen needs to expand its business.
Adyen has experienced high growth rates in payment transaction volumes over the past years and expects
growth to continue for the coming years; however, despite the implementation of architectural changes tosafeguard sufficient future processing capacity on Adyen's payments platform, in the future the payments
platform could potentially reach the limits of the number of transactions it is able to process, resulting in
longer processing time or even downtime. Adyen's efforts to safeguard sufficient future processing capacity
are time-consuming, involve significant technical risk and may divert Adyen's resources from new featuresand products, and there can be no guarantee that these efforts will succeed. Furthermore, any efforts tofurther scale the platform or increase its complexity to handle a larger number or more complicatedtransactions could result in performance issues, including downtime. A failure to adequately scale Adyen's
payments platform could therefore materially and adversely affect its business, financial condition, resultsof operations and prospects.
Adyen's systems and those of its third-party service providers, including data center facilities and cloudstorage services, have experienced service interruptions and may experience significant service
interruptions in the future. Those service interruptions or degradation may be caused by hardware andsoftware defects or malfunctions, and other events such as human error, earthquakes, hurricanes, floods,
fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or politicalconflicts, terrorist attacks, computer viruses or other malware. Adyen's systems also may be subject tobreak-ins, sabotage and intentional acts of vandalism. If third-parties cease to provide the facilities,
components or services Adyen relies on, breach their agreements with Adyen, or fail to meet Adyen's
requirements due to financial or regulatory issues, labor issues, or other problems, Adyen's operations could
be disrupted or otherwise negatively affected. Despite any precautions Adyen may take, the occurrence of
unanticipated problems could result in lengthy interruptions in its services or could result in related
liabilities. If any third-parties were to stop providing services to Adyen or its merchants, including as aresult of bankruptcy or business interruption, Adyen may be unable to procure alternatives from other thirdparties in a timely and efficient manner and on acceptable terms, or at all, which may materially andadversely affect its business, financial condition, results of operations and prospects.
Adyen has implemented the principle of redundancy with regard to its platform architecture and IT
infrastructure based on an integrated network of redundant components, which enables Adyen to switch
traffic between Adyen's "active-active" data centers in the event of a slowdown or failure in one or morecomponents. Although this principle of redundancy is functional and until the date of this Prospectus,
slowdowns or failures have been rare and have had a minor impact, it may prove to be inadequate,
increasing the risk of interruptions in Adyen's services, which could result in merchant dissatisfaction,
damage to Adyen's reputation and brands, and materially and adversely affect Adyen's business, financial
condition, results of operations and prospects, including as a result of financial penalties that Adyen isrequired to pay to merchants in the case of downtime. In addition, frequent or persistent interruptions in
Adyen's services could cause current or potential merchants to believe that its systems are unreliable,
leading them to switch to a competitor or to avoid Adyen's products and services, and could permanently
harm Adyen's reputation and brands. Moreover, to the extent that any system failure or similar event results
in damages to Adyen's merchants or their business partners, these merchants or partners could seek
significant compensation or contractual penalties from Adyen for their losses, which, even if unsuccessful,
could likely be time-consuming and costly for Adyen to address and divert management attention.

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Adyen's IT systems may be compromised or its services may be affected as the result of
DDoS/DNS/Routing or other cyber attacks or other events.
Adyen and its merchants, partners, including third-party data centers that Adyen uses, and others who use
its services, obtain and process a large amount of sensitive data. Adyen's operations involve the storage
and/or transmission of sensitive information of merchants using its services including their management
and ultimate beneficial owner's names, addresses, national identification numbers, bank accountinformation, data regarding the performance of its merchants' businesses, shopper payment card
information, and shoppers' purchase histories.
Adyen's and its partners' IT systems may be vulnerable to physical and electronic breaches, computerviruses and other attacks by cyber-criminals, internet fraudsters, employees or others, which could lead to,amongst other things, a leakage of merchants' data, damage related to incursions, destruction of documents,
inability or delays in processing transactions and unauthorized transactions. Any real or perceived privacy
breaches or improper use of, disclosure of, or access to such data could harm Adyen's reputation as a trusted
brand in the handling and protection of this data, as well as have a material and adverse effect on its
business, financial condition, results of operations and prospects.
Adyen has experienced and expects to continue to experience denial of service attacks and other events orconditions from time to time that interrupt the availability or reduce or affect the speed or functionality of
its products and services. Although until the date of this Prospectus, such events have been rare and have
had a low impact, Adyen's information security and disaster recovery programs may not be sufficient for
all eventualities. A prolonged interruption in the availability or reduction in the availability, speed or otherfunctionality of Adyen's products and services may materially and adversely affect its business, financial
condition, results of operations and prospects, including as a result of financial penalties that Adyen isrequired to pay to merchants in the case of downtime. In addition, frequent or persistent interruptions in
Adyen's services could cause current or potential merchants to believe that its systems are unreliable,
leading them to switch to a competitor or to avoid Adyen's products and services, and could permanently
harm Adyen's reputation and brands. Moreover, to the extent that any system failure or similar event results
in damages to Adyen's merchants or their business partners, these merchants or partners could seek
significant compensation or contractual penalties from Adyen for their losses, which, even if unsuccessful,
could likely be time-consuming and costly for Adyen to address and divert management attention.
The techniques used to obtain unauthorized, improper or illegal access to Adyen's systems, its data or
merchants' or shoppers' data, disable or degrade service, or sabotage systems are constantly evolving, may
be difficult to detect quickly, and often are not recognized until launched against a target. Unauthorizedparties may attempt to gain access to Adyen's systems or facilities through various means, including, among
others, hacking into its systems or facilities or those of its merchants, partners or vendors, or attempting to
fraudulently induce its employees, merchants, partners, vendors or other users of its systems into disclosinguser names, passwords, payment card information, or other sensitive information, which may in turn be
used to access Adyen's information technology systems. Certain efforts may be state-sponsored andsupported by significant financial and technological resources, making them even more sophisticated anddifficult to detect. Adyen believes that it is a particularly attractive target for such breaches and attacks due
to its name and brand recognition and the widespread adoption and use of its products and services.
Although Adyen has developed systems and processes that are designed to protect its data and merchantand shopper data and to prevent data loss and other security breaches, Adyen expects to continue to expend
significant resources to bolster these protections and there can be no guarantee that these security measures
will be sufficient. Adyen's information technology and infrastructure may be vulnerable to cyber-attacks or
security breaches, and third-parties may be able to access its merchants' and their shoppers' personal or
proprietary information and payment card data that are stored on or accessible through those systems.
Adyen's security measures may also be breached due to human error, malfeasance, system errors orvulnerabilities, or other irregularities. Any actual or perceived breach of Adyen's security could interrupt
its operations, result in its systems or services being unavailable, result in improper disclosure of data,materially harm its reputation and brands, result in significant legal and financial exposure, lead to loss ofmerchant confidence in, or decreased use of, its products and services, and adversely affect its business andresults of operations. In addition, any breaches of network or data security at any of Adyen's merchants,
partners or vendors (including data center and cloud computing providers) could have similar negative
effects. Furthermore, actual or perceived vulnerabilities or data breaches could lead to claims against
Adyen. Although Adyen carries cyber liability insurance that Adyen believes to be reasonable to cover such
eventualities, such insurance may not be sufficient to cover all potential losses.

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An increasing number of organizations, including large merchants and businesses, other large technology
companies, financial institutions and government institutions, have disclosed breaches of their information
security systems, some of which have involved sophisticated and highly targeted attacks, including on
portions of their websites or infrastructure. A core aspect of Adyen's business is the reliability and securityof its payments platform. Any perceived or actual breach of security could have a significant impact on
Adyen's reputation as a trusted brand, cause Adyen to lose existing merchants, prevent Adyen fromobtaining new merchants, require Adyen to expend significant funds to remedy problems caused bybreaches and to implement measures to prevent further breaches, and expose Adyen to legal risk andpotential liability including those resulting from governmental or regulatory investigations, class action,
contractual fines imposed by the payment networks, litigation and costs associated with remediation, suchas fraud monitoring. Any security breach at a company providing services to Adyen, its merchants, or otherusers of its services could have similar effects.
In addition, under card network rules and Adyen's contracts with its card processors, if there is a breach of
payment card information that Adyen stores, or that is stored by its direct payment card processing
merchants, Adyen could be liable to the payment card issuing banks for their cost of issuing new cards andrelated expenses, as well as liable to merchants and their shoppers and subject to fines and disciplinary
measures from regulatory authorities. Adyen expects to continue to expend significant resources to protect
against privacy breaches, and which may be required to redress problems caused by breaches.
Providers of payment solutions, including Adyen, depend on both direct and sponsored membership in
payment networks and compliance with payment network rules, or relationships with sponsoring
financial institutions to provide access to those networks. If Adyen fails to comply with the requirementsof those networks or sponsors, or if Adyen's relations with those networks or sponsors deteriorate, thosepayment networks or sponsors could terminate or suspend Adyen's access or impose fines.
The significant majority of the transactions processed by Adyen are through international credit and debitcard networks run by the two key card network operators, Visa and Mastercard. In order to access theinternational card networks to provide acquiring and processing services, merchant acquirers, including
Adyen, must have the relevant geographically based operating licenses or memberships. In some markets
where it is not feasible or possible for Adyen to have a direct acquiring license with a card network, Adyen
has a relationship with a local financial institution or a payment provider to act as a local sponsor for the
license. Adyen considers the ability to continue establishing these memberships and partnerships asimportant to its business. Competition for relationships with these partners is very intense and there can be
no assurance that Adyen will be able to continue to establish, grow or maintain these partner relationships.
As part of its registration with card networks (either directly or indirectly through local sponsors), Adyen
and its merchants are subject to operating rules, including mandatory technology requirements,
promulgated by the card networks that could subject Adyen and its merchants to a variety of fines andpenalties, which Adyen may not be able to pass on to its merchants. If a violation is sufficiently material,
there is a risk of damaging the relationship Adyen has with the card networks to such an extent that any
willingness the card networks may have had to expand their business relationships in markets and sectors
with Adyen is restricted. Furthermore, failure to comply with the card network rules, or the deterioration in
Adyen's relationships with the card networks for any other reason could also result in the restriction,suspension or termination of Adyen's licenses to acquire payment transactions in various jurisdictions, orto act with sponsoring banks to use their acquiring licenses. If this were to occur, Adyen would be unable
to process transactions using the relevant card network in the relevant jurisdiction, which could have amaterial adverse effect on Adyen's business, financial condition and results of operations.
The rules of each card network are set by their board of directors, over which the credit card issuing banks
have significant influence. This influence may result in decisions being taken by the card networks to alter
rules or policies in a manner that may benefit others, including the credit card issuing banks, to the detrimentof independent merchant acquirers such as Adyen. Moreover, as the card networks become more dependent
on proprietary technology and seek to provide value added services to issuers and merchants, there isheightened risk that rules and standards may be governed by the self-interest of the card networks, or of
those with influence over the card networks.
Moreover, there is a risk that the payment networks, including card networks, PayPal and other payment
methods, may modify their technological approach or operating practices in a manner that would materially
impact Adyen's competitive position and operations, such as by connecting merchants to payment networks
directly or through other modifications to the payment network's operating practices.

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For example, a number of Adyen's products, including its fraud detection and payment analytics products,
as well as AML and KYC obligations, rely on Adyen's ability to identify cardholder details or track
consumption patterns and activities. However, the card networks are implementing tokenization technology
to secure transaction processing, whereby a cardholder's details are replaced with a surrogate token value
for a given transaction. Although the card networks have proposed to implement a version of tokenizationthat preserves Adyen's ability to monitor consumer transaction activity, there is a risk that the card networks
could implement a version of tokenization that would vary token values by transaction, thereby inhibiting
Adyen's ability to monitor consumer transaction activity. If Adyen is unable to monitor consumertransaction activity, certain products and services would be adversely affected or eliminated, particularly
those that rely on shopper data patterns such as Adyen's fraud and risk detection services, and Adyen would
need to re-assess the use of tokenization in light of Adyen's AML and KYC obligations. In addition,
significant financial and operational costs may be incurred in order to implement the technological changes
to Adyen's proprietary global payments platform required to implement tokenization, regardless of the typeof tokenization that the card networks implement.
Certain large merchants provide a significant share of Adyen's net revenue and the termination of suchagreements by merchants or reduction in business with such merchants could harm its business.
Some of Adyen's largest merchants provide significant contributions to its net revenue. In particular, forthe year ended 31 December 2017, Adyen's top 10 merchants represent 33% of net revenue and its top 120
merchants represent 69% of net revenue. Failure to retain these and other merchant contracts could
negatively impact Adyen's business and could lead to significant fluctuations in its performance. Although
Adyen's contracts with its merchants, including its largest merchants, are generally indefinite (with atermination option upon one month's notice), merchants may seek price reductions when expanding orchanging their services with Adyen and/or when the merchants' business experiences significant volume
changes. Further, certain merchants may seek to lower prices previously agreed due to pricing competitionor other economic needs or pressures being experienced by the merchant. Merchants may also seek more
integrated or "bundled" offerings with a simplified pricing structure. In addition, as Adyen's large merchants
typically have arrangements with multiple payment service providers (primarily in order to mitigate against
risks such as downtime, delayed response time or default by a payment service provider), these merchants
could shift business away at any given time without necessarily terminating the contract. If Adyen's
contracts are terminated by its large merchants or if its large merchants shift business away, or if Adyen is
unsuccessful in retaining high renewal rates and contract terms that are favorable to it, Adyen's business,financial condition, results of operations and prospects may be materially and adversely affected.
Use of Adyen's payments services for illegal purposes may materially and adversely affect its business,financial condition, results of operations and prospects and as Adyen is subject to anti-money laundering,anti-terrorism, anti-corruption and sanctions regulations, failure to comply with these regulations maylead to administrative sanctions, criminal penalties and/or reputational damage.
Adyen is subject to laws aimed at preventing money laundering, corruption and the financing of terrorism.
This regulatory landscape is constantly changing, including as a consequence of the implementation of the
Fourth Anti-Money Laundering Directive (Directive 2015/849/EU, "MLD4") and the proposed
amendments to the MLD4, often referred to as the fifth Anti-Money Laundering Directive. For example,
the MLD4 introduces enhanced requirements on the verification of ultimate beneficial owners. Monitoring
compliance with anti-money laundering and anti-corruption and sanctions rules can impose a significant
financial burden on banks and other financial institutions, including Adyen, and requires significant
technical capabilities. In recent years, enforcement of these laws and regulations against financial
institutions has become more stringent, resulting in several landmark fines against financial institutions andreputational damage.
Although Adyen has policies and procedures that it believes are sufficient to comply with currently
applicable anti-money laundering, anti-corruption and sanctions rules and regulations, it cannot guaranteethat such policies and procedures completely prevent situations of money laundering or corruption,
including actions by Adyen's employees, agents, merchants, third-party suppliers or other related persons
for which Adyen might be held responsible. Such events may have severe consequences, including
litigation, sanctions, administrative measures, fines, criminal penalties and reputational consequences,which could have a material adverse effect on Adyen's business, financial condition, results of operations
and prospects. A failure to adopt effective measures against fraud, money laundering, corruption andterrorism financing may lead to regulatory proceedings and penalties by supervisory authorities. See also
"Integrity" under the chapter "Supervision and Regulation".

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In addition, Adyen's payment system is susceptible to potentially illegal or improper uses, including money
laundering, terrorist financing, circumvention of sanctions, illegal online gambling, fraudulent sales ofgoods or services, illicit sales of prescription medications or controlled substances, piracy of software,
movies, music, and other copyrighted or trademarked goods (in particular, digital goods), bank fraud, childpornography, human trafficking, prohibited sales of alcoholic beverages or tobacco products, online
securities fraud, or to facilitate other illegal activity. Certain activity that may be legal in one country may
be illegal in another country, and a merchant may intentionally or inadvertently be found responsible forimporting or exporting illegal goods, which may result in liability for Adyen. Changes in law have increased
the penalties for intermediaries providing payment services for certain illegal activities and additional
payments-related proposals are under active consideration by government authorities. In addition, Adyen
may be held liable by merchants or payment networks or other related third parties arguing that any failure
to prevent the use of Adyen's payment services for illegal purposes constitutes a breach of Adyen's duty ofcare (zorgplicht) as a regulated bank vis-á-vis such merchants or third parties. Intellectual property rights
owners or government authorities may seek to bring legal or regulatory action against providers of
payments solutions, including Adyen, that are peripherally involved in the sale of infringing items. Any
threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss oftransaction volume or increased costs may materially and adversely affect Adyen's business, financial
condition, results of operations and prospects.
Global and regional economic conditions may materially and adversely affect Adyen's business,financial condition, results of operations and prospects.
Adyen's operations and performance depend significantly on global and regional economic conditions.
Adverse economic conditions and events have negatively impacted global and regional financial markets
in the past, and uncertainty about global and regional economic events and conditions may result in
shoppers and merchants postponing spending in response to higher interest rates, higher unemployment,
financial market volatility, government austerity programs, negative financial news, declines in income orasset values, and other factors. These and other global and regional economic events and conditions could
have a material adverse impact on demand for Adyen's products and services, including a reduction in thevolume and size of transactions on its payments platform. In addition, any financial turmoil affecting thebanking system or financial markets could cause additional consolidation of the financial services industry,
significant financial service institution failures, new or incremental tightening in interest rates, low
liquidity, and volatility or distress in the fixed income, credit, currency, and equity markets, which may
materially and adversely affect Adyen's business, financial condition, results of operations and prospects.
As Adyen is not currently financed with any external debt, it is not subject to any significant interest raterisk, but no assurance can be given that fluctuations in interest rates will not have a significant impact on
Adyen's business, financial condition, results of operations and prospects.
Adyen is subject to the price risk of financial instruments at fair value, such as decreases in value as aresult of changes in the levels of equity indices and the value of individual stocks.
Adyen's exposure to price risk of financial instruments at fair value arises from a holding of Visa Inc. shares
and a derivative financial liability. Any movements in the underlying share prices could have a significant
impact on Adyen's financial condition and results of operations. Adyen obtained the Visa Inc. shares as theresult of its previous holding in Visa Europe, which subsequently was acquired by Visa Inc., which resulted
in amongst others Adyen being issued shares of Visa Inc. as consideration for the acquisition.
Adyen's success largely depends on its entrepreneurial culture
Adyen's entrepreneurial culture has been one of the primary drivers of its historical growth. As Adyen
grows, it may not be able to maintain this culture, and in particular develop and launch new features for its
products and services as quickly as a smaller, more efficient organization. In addition, becoming a publiccompany may make it more difficult for Adyen to maintain its culture (see "The requirements of being apublic company may strain Adyen's resources and distract its management, which could make it difficult tomanage its business"). If Adyen does not successfully manage its growth, and is not able to differentiate its
business from those of its competitors, drive value for and retain merchants, or effectively align its resources
with its goals and objectives, Adyen may not be able to compete effectively against its competitors.
Adyen's failure to maintain its entrepreneurial culture and compete effectively may materially and adversely
affect its business, financial condition, results of operations and prospects.

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Adyen's success largely depends on key personnel. Because competition for Adyen's key employees isintense, Adyen may not be able to attract, retain, and develop the highly skilled employees Adyen needs
to support its business. The loss of key personnel may materially and adversely affect its business,financial condition, results of operations and prospects.
Adyen's future performance depends substantially on the continued services of key personnel, including its
founder-led management team and other highly skilled employees, and its ability to attract, retain, andmotivate such personnel. Competition for key personnel is intense and Adyen may be unable to successfully
attract, integrate, or retain sufficiently qualified key personnel. Adyen is limited in its ability to recruit
internationally by restrictive domestic immigration laws or policies. Furthermore, Adyen has grown from338 FTEs at the end of 2015 to 668 FTEs at the end of 2017 and the continued high inflow of new people
could lead to changes in the company culture, administrative inefficiencies, a misalignment of objectives
and a slowdown in sales growth. The loss of the services of any of Adyen's key personnel, Adyen's inability
to attract highly qualified key personnel or a loss of an entrepreneurial company culture which fosters talentand innovation may materially and adversely affect its business, financial condition, results of operations
and prospects.
Failure to deal effectively with shopper fraud may materially and adversely affect Adyen's business,
reputation, financial condition, results of operations and prospects.
Shoppers may engage in a variety of improper or fraudulent activity using Adyen's platform, including
using falsified or stolen payment card details. If the levels of fraudulent payment card transactions become
excessive, they could potentially result in Adyen and the related merchants becoming subject to review by
the network programs, which can result in penalties and ultimately losing the right to process payment cards
by the card networks, both of which could materially and adversely affect its business, financial condition,
results of operations and prospects. In addition, financial services regulators in various jurisdictions,
including the European Union ("EU") and the US, have implemented or are considering proposals, toimpose new authentication requirements on banks and payment processors intended to reduce online fraud,
which could impose significant costs, require Adyen to change its business practices, make it more difficult
for new merchants to purchase Adyen's products and services, and reduce the ease of use of its products,
which may materially and adversely affect its business, financial condition, results of operations andprospects. See the risk factor "PSD2 introduces new regulations for providers of payment services such as
Adyen, which may have a material and adverse effect on Adyen's business, financial condition, results ofoperations and prospects and if Adyen fails to comply with these regulations, it may face administrative
sanctions, criminal penalties and/or reputational damage".
Adyen has taken measures to detect and reduce the risk of fraud, but these measures need to be continually
improved and may not be effective against new and continually evolving forms of fraud or in connection
with new product offerings. If these measures do not succeed, Adyen's business, financial condition, resultsof operations and prospects may be materially and adversely affected.
Failure to deal effectively with other types of fraud may increase Adyen's loss rate and materially andadversely affect its business, reputation, financial condition, results of operations and prospects, andcould severely diminish merchant confidence in using its services.
Various third-parties and internal parties may engage in a variety of fraudulent activity using Adyen's
platform. For example, merchant representatives or agents of a merchant's representatives could submitchanges in bank account details thereby resulting in a payout of funds to inappropriate persons.
Alternatively, an employee of Adyen could knowingly process unauthorized changes to bank accountdetails in Adyen's possession or provide or change such details after falling victim to social engineering(e.g. phishing e-mails or a fraudulent call in the name of Adyen's management, requesting an unauthorized
payment of funds or access to information systems) both of which could also result in a payout of funds toinappropriate persons. Adyen has taken measures to detect and reduce the risk of this type of fraud, butthese measures need to be continually improved and may not be effective against new and continually
evolving forms of fraud or in connection with new product offerings. If these measures do not succeed,
Adyen's business, financial condition, results of operations and prospects may be materially and adversely
affected.

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Adyen's services must integrate with a variety of operating systems, software, hardware and web browsers.
If Adyen is unable to ensure that its services interoperate with such operating systems, hardware andweb browsers, its business may be materially and adversely affected.
Adyen is dependent on the ability of its products and services to integrate with a variety of operating
systems, software and hardware, such as the POS terminals it provides to merchants, as well as web
browsers that it does not control. Any changes in these systems that degrade the functionality of Adyen's
products and services, impose additional costs or requirements on it, or give preferential treatment tocompetitive services, including their own services, could materially and adversely affect usage of Adyen's
products and services. In addition, system integrators may show insufficient appetite to enable Adyen's
products and services to integrate with a variety of operating systems, software and hardware. In the eventthat it is difficult for Adyen's merchants to access and use its products and services, for example, in case ofincompatibility of their software and/or hardware with Adyen's application programming interfaces("APIs"), its business, financial condition, results of operations and prospects may be materially andadversely affected.
Adyen's business depends on a strong and trusted brand, and any failure to maintain, protect, enhanceand market its brand would materially and adversely affect its business, financial condition, results ofoperations and prospects.
Adyen has developed a strong and trusted brand that has contributed significantly to the success of its
business. Adyen's brand is predicated on the idea that merchants will trust Adyen and find value in building
and growing their businesses with its products and services. Maintaining, protecting, and enhancing
Adyen's brand is critical to expanding its merchant base and other third-party partners, as well as increasing
their engagement with its products and services. This will depend largely on Adyen's ability to maintain
trust, be a technology leader, and continue to provide high-quality and secure products and services.
Any negative publicity about Adyen, its industry, the quality and reliability of its products and services, its
risk management processes, changes to its products and services, its ability to effectively manage andresolve merchant and shopper complaints, its privacy and security practices, litigation, regulatory activity,
and the experience of merchants and shoppers with its products or services, could adversely affect its
reputation and the confidence in and use of its products and services. Harm to Adyen's brand can arise frommany sources, including failure by Adyen or its partners to satisfy expectations of service and quality;
inadequate protection of sensitive information; compliance failures and claims; litigation and other claims;
employee misconduct; rumours or false stories; and misconduct by its partners, service providers, or othercounterparties. For example, in November 2017, Adyen was named in news reports describing payments
processors, who were alleged to have helped process payments for advertisements alleged to have beenplaced on social media platforms by Russian entities with the intention of influencing the 2016 US
presidential elections. While Adyen believes that these reports have not negatively impacted its brand or
reputation as of the date of this Prospectus, there can be no assurance that these reports or similar publicity
will not affect its brand or reputation in the future. In addition, Adyen undertakes certain sales andmarketing activities to promote its brand. If Adyen is unable to market and promote its brand effectively,
its ability to acquire new merchants could be materially harmed. If Adyen does not successfully maintain astrong and trusted brand, its business, financial condition, results of operations and cash flows may bematerially and adversely affected.
Adyen is exposed to fluctuations in foreign currency exchange rates.
Adyen has operations internationally that are denominated in foreign currencies, primarily the US dollar,
British Pound, Australian Dollar, Brazilian Real and Singapore Dollar, subjecting Adyen to foreign
currency risk. The strengthening or weakening of the euro versus the US dollar, British Pound, Australian
Dollar, Brazilian Real and Singapore Dollar impacts the translation of Adyen's net revenue generated inthese foreign currencies into the euro. Additionally, in connection with providing its services in multiple
currencies, Adyen generally sets its foreign exchange rates once per day. Adyen may face financial
exposure if Adyen incorrectly sets its foreign exchange rates or as a result of fluctuations in foreignexchange rates between the times that Adyen sets them. Given that Adyen also holds some merchants' andown funds in non-euro currencies, its financial results are affected by the translation of these non-euro
currencies into euro. While Adyen has measures in place intended to manage its foreign exchange risk,
namely natural hedges and spot trades for any net open positions, no assurance can be given that fluctuations
in foreign exchange rates will nevertheless have a significant impact on Adyen's business, financial
condition, results of operations and prospects. Adyen also has foreign exchange risk on its assets and- 31 -

liabilities denominated in currencies other than the functional currency, including certain contract assets,
its holding of Visa Inc. shares and the assets and liabilities of its subsidiaries. The majority of these assets
to which Adyen is exposed to foreign currency risk are denominated in US dollar.
The UK referendum resulting in a vote to have the United Kingdom leave the EU could create politicaland economic uncertainty and risk which may adversely affect Adyen.
The UK referendum resulting in a vote for the United Kingdom to leave the EU and the subsequent
invocation of Article 50 of the Treaty of Lisbon by the UK government ("Brexit"), has created volatility inthe global financial markets and could contribute to prolonged uncertainty around certain aspects of theEuropean and global economies as well as European companies and consumers. Brexit may have ongoingadverse effects on European and worldwide economic conditions and could contribute to greater instability
in the global financial markets before and after the terms of the United Kingdom's future relationship with
the EU are settled. Brexit could also affect the general political environment in the EU as well as the stability
and standing of the EU as a single market.
Until more clarity is provided by the results of negotiations between the United Kingdom and the EU as it
pertains to the legal, political and economic realities and requirements for having the United Kingdom leave
the EU, political and economic uncertainty, notably in European markets, may occur, which could lead toa downturn in the markets in which Adyen intends to invest and thus its investments may be adversely
affected. Furthermore, as a result of this uncertainty, regional (including European) and worldwide
economic and market conditions could contribute to instability in global financial and foreign exchange
markets, including volatility in the value of the British Pound and euro, which in turn could adversely affectthe shoppers and merchants with which Adyen does business, particularly in the UK. Approximately 10%
of Adyen's revenue for 2017 was billed to merchant entities located in Great Britain. Brexit could lead tolegal uncertainty and potentially divergent national laws and regulations as the UK determines which EU
laws to replace or replicate. In particular, while Adyen is currently in discussions with the UK regulators
to obtain appropriate regulatory permissions to continue its current activity in the UK post-Brexit,
depending on the terms of Brexit, Adyen may face new regulatory costs and challenges, including thefollowing:xAdyen could lose its ability for its EU operations to automatically passport into the UK market
through the banking license of Adyen, which is licensed and subject to regulation as a bank in the
Netherlands, and its corresponding ability to work with Dutch regulators as the lead authority forvarious aspects of its UK operations;xin the event that its automatic passporting rights into the UK were lost, Adyen could be required
to obtain additional regulatory licensing or authorization to operate in the UK market, adding costs
and potential inconsistency to its business; andxAdyen could also be required to comply with regulatory requirements in the UK that are in addition
to, or inconsistent with, the regulatory requirements of the EU.

Any of these effects of Brexit and others could adversely affect its business, financial condition, results ofoperations and prospects.
Adyen may not be able to pass on all fees from payment networks on to its merchants or maintain its
profit margins
To access the international card networks, Adyen and other merchant acquirers must pay payment network
membership fees. From time to time, the payment networks change both the interchange fees and card
network fees that they charge Adyen and other merchant acquirers. The interchange fee is a transactionalfee, while the card network fee can also be a combination of a transactional fee and a lump sum. Adyen
passes the interchange fee and payment network fee paid to card schemes directly on to the merchant.
Interchange fees are easier to pass on as they are composed solely of a transactional fee, while payment
network fees have the additional complexity of integrating a periodic payment as well as a transactionalfee.
As a result of competitive pressures, merchant expectations, differences in Adyen's estimation of payment
network fees and the actual fees charged by payment networks or for other reasons, Adyen may be unable
to pass all payment network fees or fee increases on to its merchants, which could result in Adyen absorbing- 32 -

a portion of such fees or fee increases in the future. In addition, regulators are subjecting interchange andother fees to increased scrutiny, and new regulations could require greater pricing transparency of the
breakdown in fees, which could lead to increased price-based competition, lower margins and higher rates
of merchant attrition. Furthermore, if competition causes Adyen to reduce the fees it charges in order toattract or retain merchants, there is no assurance Adyen would be able to successfully control its costs inorder to maintain its profit margins. Adyen's inability to pass on fees or fee increases from payment
networks on to its merchants or maintain its profit margins could adversely affect its business, financial
condition, results of operations and prospects.
Adyen is subject to credit risks in respect of counterparties, including other financial institutions.
Adyen is and will continue to be subject to the risk of actual or perceived deterioration of the commercial
and financial soundness, or perceived soundness, of other financial institutions, in particular in relation toreceivables from financial institutions regarding settled payment transactions, and cash and cashequivalents held at financial institutions. One institution defaulting, failing a stress test or requiring bail-in
by its shareholders and/or creditors and/or bail-out by a government could lead to significant liquidity
problems and losses or defaults by other institutions. For example, the bankruptcy of Lehman Brothers in2008 led to this situation, as the commercial and financial soundness of many financial institutions at thetime were closely related due to their credit, trading, clearing or other relationships. Even the perceived
lack of creditworthiness of, or questions about, a counterparty or major financial institution may lead tomarket-wide liquidity problems and losses or defaults by financial institutions on which Adyen has an
exposure. This risk resulting from the interdependence on financial institutions is sometimes referred to as"systemic risk" and may adversely affect financial intermediaries, such as industry payment systems andbanks, with whom Adyen interacts on a daily basis. Systemic risk, particularly within the European Unionor otherwise affecting the Netherlands, could have a material adverse effect on Adyen's ability to raise newfunding and on its business, financial condition, results of operations and prospects.
In addition, Adyen has credit risk on the contract assets described in Operating and Financial Review –Liquidity and Capital Resources, and in the future Adyen may have credit exposures arising from its
intention to offer its merchants a pre-financing service, which it refers to as "Sales Day Payout". If Adyen
is unable to manage such credit risk effectively, its business, financial condition, results of operations andprospects could be materially adversely affected.
Adyen's international operations are subject to increased risks, which may materially and adversely
affect its business, financial condition, results of operations and prospects.
Approximately 31% of Adyen's net revenue for the year ended 31 December 2017 was billed to merchantentities in non-EU countries, including in the United States, Hong Kong, Brazil, Mexico, Australia, New
Zealand, South Korea and Singapore. In addition to uncertainty about Adyen's ability to generate net
revenue from its foreign operations and expand into international markets, and the foreign currency risks
discussed earlier in this "Risk Factors" section under the caption "Adyen is exposed to fluctuations inforeign currency exchange rates", there are risks inherent in doing business internationally on both adomestic (i.e., in-country) and cross-border basis, including:x

expenses associated with localizing Adyen's products and services and merchant and shopper data,
including offering merchants and shoppers the ability to transact business in the local currency andadapting Adyen's products and services to local preferences (e.g., payment methods) with which
Adyen may have limited or no experience;x

trade barriers and changes in trade regulations;xdifficulties in developing, staffing, and simultaneously managing a large number of varying foreign
operations as a result of distance, language, and cultural differences;x

stringent local labor laws and regulations;xcredit risk and higher levels of payment fraud;x

profit repatriation restrictions, foreign currency exchange restrictions or extreme fluctuations inforeign currency exchange rates for a particular currency;- 33 -

x

political or social unrest, economic instability, repression, or human rights issues;xgeopolitical events, including natural disasters, public health issues, acts of war, and terrorism;x

import or export regulations;xcompliance with EU, US and other foreign laws prohibiting corrupt payments to government
officials, such as the Foreign Corrupt Practices Act and the UK Bribery Act, and other local
anticorruption laws;x

compliance with EU, US and other foreign laws designed to combat money laundering and thefinancing of terrorist activities;x

antitrust and competition regulations;xpotentially adverse tax developments and consequences, for example triggered by different
viewpoints from local tax authorities on how local tax legislation applies to Adyen's local activities;x

economic uncertainties relating to sovereign and other debt;xdifferent, uncertain, or more stringent user protection, data protection, privacy, and other laws;xrisks related to other government regulation or required compliance with local laws;x

data localization requirements;x

risks related to multiple overlapping legal or regulatory regimes, which may impose conflicting
requirements on Adyen;xnational or regional differences in macroeconomic growth rates;xlocal licensing and reporting obligations; andxincreased difficulties in collecting accounts receivable.

Violations of the complex domestic, EU, US and other foreign laws, rules and regulations that apply toAdyen's international operations may result in fines, criminal actions, or sanctions against Adyen, its
officers, or its employees; prohibitions on the conduct of its business; and damage to its reputation.
Although Adyen has implemented policies and procedures designed to promote compliance with theselaws, violations by its employees, contractors, or agents could nevertheless occur. These risks are inherent
in Adyen's international operations and expansion, may increase its costs of doing business internationally,
and may materially and adversely affect its business, financial condition, results of operations andprospects.
If Adyen does not continue to improve its operational, financial and other internal controls and systems
to manage growth effectively, its business, financial condition, results of operations and prospects may
be materially and adversely affected.
Adyen's current business and anticipated growth will continue to place significant demands on its
management and other resources. In order to manage its growth effectively, Adyen must continue tostrengthen its existing infrastructure and operational procedures, enhance its internal controls and reporting
systems, and ensure Adyen timely and accurately addresses issues as they arise. In particular, its continued
growth will increase the challenges involved in:xpreserving Adyen's core values, strategies, and goals and effectively communicating these to its
employees worldwide andxenhancing internal controls and procedures for financial reporting and accounting systems.

If Adyen is not successful in developing and implementing the right processes and tools to manage its
enterprise, its ability to compete successfully and achieve its business objectives could be impaired. These- 34 -

efforts may require substantial financial expenditures, commitments of resources, developments of its
processes, and other investments and innovations.
The requirements of being a public company may strain Adyen's resources and distract its management,
which could make it difficult to manage its business.
As a public company with Ordinary Shares traded on an exchange located in the Netherlands, Adyen will
incur legal, accounting and other expenses that Adyen did not previously incur. Adyen will become subject
to the reporting requirements of the Netherlands Authority for the Financial Markets (the "AFM"), thelisting requirements of Euronext Amsterdam, the Dutch Corporate Governance Code and other applicablesecurities rules and regulations. In addition, Adyen will become subject to market abuse regulations relating
to, inter alia, the prevention of insider dealing and market manipulation, the public disclosure of inside
information, the use of insider lists and the regulation of manager's transactions (see "Description of sharecapital – Market Abuse Rules").
Compliance with these rules and regulations will increase Adyen's legal and financial compliance costs,
make some activities, such as sales, marketing, and recruitment, more difficult, time-consuming or costly
and increase demand on its systems and resources. The Dutch Financial Supervision Act and the Dutch
Civil Code require that Adyen files annual and current reports with respect to its business, financial
condition and results of operations. The Dutch Financial Supervision Act and the Dutch Corporate
Governance Code require, among other things, that Adyen establishes and maintains effective internal
controls and procedures for financial reporting. Furthermore, the need to establish appropriate corporate
infrastructure and a focus on the complex day-to-day operations of a growing public company may divert
Adyen's management's attention from implementing its growth strategy, which could prevent Adyen from
improving its business, financial condition and results of operations. Adyen has made, and will continue tomake, changes to its internal controls and procedures for financial reporting and accounting systems to meet
its reporting obligations as a public company; however, the measures Adyen takes may not be sufficient tosatisfy its obligations as a public company. In addition, these rules and regulations will increase its legal
and financial compliance costs and will make some activities more time-consuming and costly. For
example, Adyen expects these rules and regulations to make it more difficult and more expensive for Adyen
to obtain director and officer liability insurance, and Adyen may be required to incur substantial costs tomaintain the same or similar coverage. These additional obligations could have a material adverse effecton Adyen's business, financial condition, results of operations and cash flow.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure
are creating uncertainty for public companies, increasing legal and financial compliance costs and making
some activities more time consuming. These laws, regulations and standards are subject to varying
interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice
may evolve over time as regulatory and governing bodies provide new guidance. This could result incontinuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions todisclosure and governance practices. Adyen intends to invest resources to comply with evolving laws,
regulations and standards, and this investment may result in increased general and administrative expenses
and a diversion of its management's time and attention from revenue-generating activities to complianceactivities. If Adyen's efforts to comply with new laws, regulations and standards differ from the activities
intended by regulatory or governing bodies due to ambiguities related to their application and practice,
regulatory authorities may initiate legal proceedings against Adyen and its business, financial condition,
results of operations and cash flow could be materially and adversely affected.
Adyen may not be able to secure financing on favorable terms, or at all, to meet its future capital needs.
Adyen has funded its operations since inception primarily through equity financings. Adyen is currently
able to generate sufficient cash to fund its ongoing operations, but there is no guarantee that Adyen will beable to continue to do so in the future. In the future, Adyen may require additional capital to respond tobusiness opportunities (including back-to-back financing of Sales Day Payout, which may involve prefinancing to merchants), refinancing needs, regulatory requirements, acquisitions, or unforeseen
circumstances and may decide to engage in equity or debt financings or enter into credit facilities for otherreasons, and Adyen may not be able to secure any such debt or equity financing or refinancing on favorable
terms, in a timely manner, or at all. Any debt financing obtained by Adyen in the future could also involve
restrictive covenants relating to Adyen's capital-raising activities and other financial and operational
matters, which may make it more difficult for Adyen to obtain additional capital and to pursue business
opportunities, including potential acquisitions.

- 35 -

If Adyen raises additional funds through further issuances of equity, convertible debt securities, or othersecurities convertible into equity, its existing shareholders could suffer significant dilution in theirpercentage ownership of its company, and any new equity securities Adyen issues could have rights,
preferences, and privileges senior to those of holders of its Ordinary Shares. If Adyen is unable to obtainadequate financing or financing on terms satisfactory to Adyen when it requires it, its ability to continue togrow or support its business and to respond to business challenges could be significantly limited which may
materially and adversely affect its business, financial condition, results of operations and prospects.
Adyen is subject to scrutiny under antitrust and competition laws.
Adyen is subject to scrutiny by various government agencies under EU, US and other foreign laws andregulations, including antitrust and competition laws. An increasing number of jurisdictions also provide
private rights of action for competitors or merchants to assert claims of anti-competitive conduct. Other
companies and government agencies may in the future allege that Adyen's actions violate the antitrust orcompetition laws of the European Commission, or the US, individual states, other countries, or otherwise
constitute unfair competition. An increasing number of governments are regulating competition law
activities. Adyen's business agreements or arrangements with merchants or other companies could give rise
to regulatory action or antitrust litigation. Some regulators, particularly those outside of the EU and US,
may perceive Adyen's business to be used so broadly that otherwise uncontroversial business practices
could be deemed anticompetitive. Any claims or investigations, even if without foundation, may be very
expensive to defend or respond to, involve negative publicity and substantial diversion of management timeand effort, and could result in reputational harm, significant judgments against Adyen, or require Adyen tochange its business practices, which may materially and adversely affect its business, financial condition,
results of operations and prospects.
Adyen may be subject to patent litigation.
At any given time, Adyen may be a defendant in a number of patent lawsuits, including for allegedly
infringing other parties' patents, and be notified of other potential patent disputes. Adyen expects that it will
increasingly be subject to patent infringement claims because, among other reasons:xAdyen's products and services continue to expand in scope and complexity;xAdyen continues to expand into new business areas; andxthe number of patent owners who may claim that Adyen or its merchants infringe their patents, andthe aggregate number of patents controlled by such patent owners, continues to increase.

Such claims may be brought directly against Adyen or against merchants whom Adyen may indemnify
either because Adyen is contractually obligated to do so or it chooses to do so as a business matter. Adyen
believes that an increasing number of these claims against technology companies have been, and continue
to be, initiated by third-parties whose sole or primary business is to assert such claims. In addition, there
have been significant patent disputes between operating companies in some technology industries. Patentclaims, whether meritorious or not, are time-consuming and costly to defend and resolve, and could require
Adyen to make expensive changes in Adyen's methods of doing business, such as entering into costly
royalty or licensing agreements, making substantial payments to satisfy adverse judgments or settle claims
or proceedings, or cease conducting certain operations, which would materially and adversely affect its
business, financial condition, results of operations and prospects.
Adyen may be unable to adequately protect or enforce its intellectual property rights, or third-parties
may allege that Adyen is infringing their intellectual property rights.
As substantially all of Adyen's intellectual property is developed in-house, the protection of suchintellectual property, including Adyen's platforms, trademarks, copyrights, domain names, trade dress, andtrade secrets, is important to the success of its business. Adyen seeks to protect its intellectual property
rights by relying on applicable laws and regulations in the EU, US and internationally, as well as a varietyof administrative procedures. Adyen also relies on contractual restrictions to protect its proprietary rights
when offering or procuring products and services, including confidentiality and invention assignment
agreements entered into with its employees and contractors and confidentiality agreements with parties
with whom it conducts business.

- 36 -

Adyen pursues registration of trademarks and domain names in the Netherlands, EU, United States and incertain other jurisdictions, but doing so may not always be successful or cost-effective. In general, Adyen
may be unable or, in some instances, choose not to obtain legal protection for its intellectual property, andits existing and future intellectual property rights may not provide Adyen with competitive advantages or
distinguish its products and services from those of its competitors. The laws of some foreign countries do
not protect Adyen's intellectual property rights to the same extent as the laws of the Netherlands, the EU,or the United States, and effective intellectual property protection and mechanisms may not be available inthose jurisdictions. Adyen may need to expend additional resources to defend its intellectual property inthese countries, and the inability to do so could impair its business or adversely affect its international
expansion. Adyen's intellectual property rights may be contested, circumvented, or found unenforceable orinvalid, and Adyen may not be able to prevent third-parties from infringing, diluting, or otherwise violatingthem and Adyen may be required to expend significant time and expense in order to prevent infringement
or to enforce Adyen's rights.
There can be no assurance that Adyen will be successful in protecting or enforcing its rights in every
jurisdiction, or that contractual arrangements and other steps that Adyen has taken to protect its intellectual
property will prevent third-parties from infringing or misappropriating its intellectual property or deter
independent development of equivalent or superior intellectual property rights by others. If Adyen is unable
to prevent third-parties from adopting, registering or using trademarks and trade dress that infringe, diluteor otherwise violate its trademark rights, the value of its brands could be diminished and its business could
be adversely affected. Also, Adyen may not be able to discover or determine the extent of any unauthorized
use of its proprietary rights. Adyen has licensed in the past, and expects to license in the future, certain of
its proprietary rights, such as trademarks or copyrighted material, to others. These licensees may takeactions that diminish the value of Adyen's proprietary rights or harm its reputation. Any failure toadequately protect or enforce Adyen's intellectual property rights, or significant costs incurred in doing so,
could diminish the value of its intangible assets and materially and adversely affect its business, financial
condition, results of operations and prospects.
As the number of products in the technology and payments industries increases and the functionality ofthese products further overlaps, Adyen may become increasingly subject to intellectual property
infringement and other claims. Litigation may be necessary to determine the validity and scope of the patentand other intellectual property rights of others. The ultimate outcome of any allegation is often uncertain
and, regardless of the outcome, any such claim, with or without merit, may be time-consuming, result incostly litigation, divert management's time and attention from Adyen's business, and require Adyen to,among other things, stop providing transaction processing and other payment-related services or redesign,
stop selling its products or services, pay substantial amounts to satisfy judgments or settle claims orlawsuits, pay substantial royalty or licensing fees, or satisfy indemnification obligations that Adyen has
with certain parties with whom Adyen has commercial relationships. Adyen's failure to obtain necessary
license or other rights, or litigation or claims arising out of intellectual property matters, may materiallyand adversely affect its business, financial condition, results of operations and prospects.
Adyen may be subject to general litigation, regulatory disputes and government inquiries.
Adyen may be subject to claims, individual and class action lawsuits, government and regulatory
investigations, inquiries or requests, and other proceedings involving competition and antitrust law,
intellectual property, privacy, data protection, information security, anti-money laundering, counterterrorist financing, sanctions, anti-corruption, consumer protection, accessibility claims, securities, tax,
labor and employment, payment network rules, commercial disputes, services, and other matters. The
number and significance of Adyen's actual disputes and inquiries have increased as Adyen has grown larger,
its business has expanded in scope and geographic reach, and its products and services have increased incomplexity. In particular, Adyen's business could be faced with consumer protection and intellectual
property litigation and Adyen's transition from a licensed payment service provider to a licensed bank islikely to increase the number of regulatory investigations, inquiries and requests and increases the risk ofregulatory measures. In addition, the laws, rules and regulations affecting its business, including thosepertaining to Internet and mobile commerce and payment and other banking services, are subject to ongoinginterpretation by the courts and governmental and supervisory authorities, and the resulting uncertainty inthe scope and application of these laws, rules and regulations increases the risk that Adyen will be subject
to private claims, governmental and regulatory actions alleging violations of those laws, rules andregulations, including possible administrative fines or a regulatory order (aanwijzing). See "Risk Factors –The regulatory environment to which Adyen is subject, gives rise to significant legal and financial
compliance costs and management time, and non-compliance could result in monetary and reputational- 37 -

damages, all of which could have a material adverse effect on Adyen's business, financial position andresults of operations.").
Resolving one or more legal or regulatory proceedings could potentially require Adyen to make substantial
payments to satisfy judgments, fines or penalties or to settle claims or proceedings, any of which may
materially and adversely affect Adyen's business, financial condition, results of operations and prospects.
These proceedings could also result in reputational harm, criminal sanctions, consent decrees, or orders
preventing Adyen from offering certain products or services, requiring a change in Adyen's businesspractices in costly ways or development of non-infringing or otherwise altered products or technologies.
Any of these consequences may materially and adversely affect Adyen's business, financial condition,
results of operations and prospects.
Adyen may have exposure to greater than anticipated tax liabilities.
The determination of Adyen's worldwide provision for income taxes, value-added taxes and other tax
liabilities requires estimation and significant judgment, and there are many transactions and calculations
where the ultimate tax determination is uncertain. Like many other multinational corporations, Adyen is
subject to tax in multiple EU, US and other foreign tax jurisdictions. Adyen's determination of its tax
liability is always subject to audit and review by applicable domestic and foreign tax authorities. Any
adverse outcome of any such audit or review could have a negative effect on Adyen's business and theultimate tax outcome may differ from the amounts recorded in its financial statements and may materiallyaffect its financial results in the periods for which such determination is made. While Adyen has establishedreserves based on assumptions and estimates that Adyen believes are reasonable to cover such eventualities,
these reserves may prove to be insufficient.
In addition, Adyen's future income taxes could be adversely affected by earnings being lower than
anticipated, or by the incurrence of losses, in jurisdictions that have lower statutory tax rates and higher
than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of its
deferred tax assets and liabilities, as a result of gains on its foreign exchange risk management program, orchanges in tax laws, regulations, or accounting principles, as well as certain discrete items.
Various levels of government, such as the EU and US federal and state legislatures, and internationalorganizations, such as the Organization for Economic Co-operation and Development ("OECD"), areincreasingly focused on tax reform and other legislative or regulatory action to increase tax revenue, suchas, for example, the proposed EU Tax on Digital Services (DST), which as of the date of this Prospectus
remains in draft form. One of the key proposals of the draft DST is a 3% tax on gross revenue that is
generated from digital services and, while this proposal includes an exemption for revenue generated from"payment services", only limited guidance has been provided on this exemption as of the date of thisProspectus. Any such tax reform or other legislative or regulatory actions could increase Adyen's effective
tax rate which may materially and adversely affect its business, financial condition, results of operations
and prospects.
Adyen and its merchants may be subject to sales reporting and record-keeping obligations.
A number of EU countries, US states, the US federal government and foreign countries have implemented
or are in the process of implementing reporting or record-keeping obligations on companies that engage inor facilitate e-commerce to improve tax compliance. Adyen has modified its software to meet known
requirements and expects that further modifications will be required to comply with future requirements,
which may change its merchant experience and increase operational costs. Any failure by Adyen to comply
with these and similar reporting and recordkeeping obligations could result in substantial monetary
penalties and other sanctions, impact its ability to do business in certain jurisdictions, and materially andadversely affect its business, financial condition, results of operations and prospects.
Acquisitions, joint ventures, strategic investments, and other strategic transactions could result in
operating difficulties and may materially and adversely affect Adyen's business, financial condition,
results of operations and prospects.
In the future, Adyen may evaluate and consider a wide array of potential strategic transactions as part of its
overall business strategy, including business combinations, acquisitions, and dispositions of certain
businesses, technologies, services, products, and other assets, as well as joint ventures, strategic- 38 -

investments, and commercial and strategic partnerships. These transactions may involve significant
challenges and risks.
At any given time Adyen may be engaged in discussions or negotiations with respect to one or more ofthese or other types of transactions, any of which could, individually or in the aggregate, be material to its
financial condition and results of operations. There can be no assurance that Adyen will be successful in
identifying, negotiating, and consummating favorable transaction opportunities. It may take Adyen longer
than expected to fully realize the anticipated benefits of these transactions, and those benefits may
ultimately be smaller than anticipated or may not be realized at all, which could adversely affect Adyen's
business and operating results. Any acquisitions or dispositions may also require Adyen to issue additional
equity securities, spend Adyen's cash, or incur debt (and increased interest expense), liabilities, andamortization expenses related to intangible assets or write-offs of goodwill, which could adversely affectits business, financial condition, results of operations and prospects and dilute the economic and voting
rights of its shareholders.
Adyen relies on third-parties in aspects of its business, which creates additional risk.
Adyen relies on third-parties in aspects of its business, including payment networks (such as Visa andMastercard), banks and payment gateways that link Adyen to the card and bank clearing networks to processtransactions and third-party software providers.
Third-parties that Adyen relies on to process transactions may refuse to process transactions adequately,
may breach their agreements with Adyen, refuse to renew agreements on commercially reasonable terms,
take actions that degrade the functionality of its services, impose additional costs or requirements on Adyen,
or give preferential treatment to competitive services or suffer outages in their systems, any of which could
disrupt Adyen's operations and materially and adversely affect its business, financial condition, results ofoperations and prospects.
Some third-parties that provide services to Adyen may have or gain market power and be able to increase
their prices to Adyen without competitive constraint. In addition, there can be no assurance that third-parties
that provide services directly to Adyen will continue to do so on acceptable terms, or at all, or will not
suffer from outages to their systems. If any third-parties were to stop providing services to Adyen on
acceptable terms, Adyen may be unable to procure alternatives from other third-parties in a timely andefficient manner and on acceptable terms, or at all, which may materially and adversely affect its business,financial condition, results of operations and prospects.
Adyen's retail point of sale solutions expose Adyen to additional risks.
In addition to traditional point of sale solutions, Adyen considers the POS terminals as accessory toproviding POS transaction processing services and Adyen currently does not target the sale of POS
terminals to be a substantial profit contributor, as the sale price charged to merchants is mainly intended tocover Adyen's purchase and logistics costs for these terminals. Adyen has entered into strategic partnerships
with a number of stakeholders to further expand its relationship with these companies in a way that will
make it easier for merchants to accept and shoppers to choose to pay for transactions utilizing thesecompanies' credit and debit cards.
As Adyen continues to expand its product and service offerings at the retail point of sale, it will face
additional risks, including:x

increased expectations from offline retailers regarding the reliability and availability of Adyen's
systems and services and correspondingly lower amounts of downtime, which Adyen may not beable to meet;x

increased targeting by fraudsters; Adyen may experience increases in fraud and associatedtransaction losses as it adjusts to fraudulent activity at the point of sale;x

exposure to product liability claims to the extent that hardware devices that Adyen provides foruse at the retail point of sale malfunction or are not in compliance with laws, which could result in
substantial liability and require product recalls or other actions;x

exposure to additional laws, rules and regulations;- 39 -

x

increased reliance on third-parties involved with processing in-store payments, including
independent software providers, electronic point of sale providers, hardware providers (such as
POS terminal, cash register and pin-pad providers) and banks that enable in-store transactions;x

supply chain issues at or termination of partnerships by hardware vendors;xresource constraints at merchants, which could cause delays in the installation of POS terminals in
stores;x

constraints in key resources to develop POS software or support merchants with the installation of
POS terminals; andxpotentially lower income before interest income, interest expense and income taxes than from
Adyen's other payment solutions.

Unless Adyen is able to successfully manage these risks, including driving adoption of, and significant
volume through, its retail point of sale solutions over time, its business, financial condition, results ofoperations and prospects may be materially and adversely affected.
Adyen may fail to achieve any or all of the financial objectives included in this Prospectus.
Adyen has set itself a number of financial objectives, which are described elsewhere in this Prospectus.
Adyen's ability to achieve these financial objectives depends on Adyen's ability to successfully execute its
strategy and on the accuracy of a number of assumptions upon which they are based. These assumptions
involve factors that are substantially or entirely beyond Adyen's control and are subject to known andunknown risks, including the risks described in this section "Risk Factors", uncertainties and other factorsthat may result in Adyen's inability to achieve its financial objectives. See "Business – Financial
Objectives". In particular, Adyen's ability to successfully implement its strategy and achieve its financial
objectives may be impacted by factors such as general economic and business conditions, developmentswith respect to the regulatory and tax framework applicable to Adyen's industry and Adyen's business andcompetition in Adyen's industry, all of which are outside of Adyen's control. If one or more of theassumptions that Adyen has made in setting its financial objectives is inaccurate, or if one or more of therisks described in this section were to occur, Adyen may be unable to achieve one or more of its financial
objectives.
Risks Related to Supervision and Regulation
The regulatory environment to which Adyen is subject gives rise to significant legal and financial
compliance costs and management time, and non-compliance could result in monetary and reputational
damages, all of which could have a material adverse effect on Adyen's business, financial position andresults of operations.
On 25 April 2017, Adyen obtained a banking license from the European Central Bank ("ECB"). This
marked Adyen's transition from a licensed and regulated payment service provider to a licensed bank. Under
the single supervisory mechanism ("SSM"), setting out the supervisory framework in the Banking Union,
the Dutch Central Bank (De Nederlandsche Bank N.V., "DNB") is the primary prudential supervisory
authority of Adyen. As a bank, Adyen is subject to extensive laws and regulations applicable to licensed
banks in the Netherlands, the Eurozone and the EU. In certain other jurisdictions Adyen has also obtained
regulatory licenses to conduct its business, including the US, where Adyen has obtained money transmitter
licenses. For further information on Adyen's regulatory status and the regulatory laws and regulation towhich it is subject, see chapter "Supervision and Regulation".
There can be no assurance that Adyen will be able to obtain any of the required regulatory licenses,
certifications and regulatory approvals in the countries where Adyen provides its services. Furthermore,
where Adyen has obtained such regulatory licenses, certifications and regulatory approvals, there aresubstantial costs and potential product changes involved in maintaining such regulatory licenses,
certifications, and approvals, and Adyen could be subject to fines or other enforcement action if Adyen isfound to violate disclosure, reporting, anti-money laundering, capitalization, corporate governance or otherrequirements of such licenses. These factors could impose substantial additional costs and involve
considerable delay to the development or provision of Adyen's products or services, or could require- 40 -

significant and costly operational changes or prevent Adyen from providing any products or services in agiven market.
The regulatory laws, regulations and standards are subject to varying interpretations, in many cases due totheir lack of specificity or unclear application to the business of non-traditional market participants such as
Adyen. As a result, their application in practice may evolve over time as new guidance is provided bysupervisory authorities and the interpretation of requirements by supervisory authorities and courts may befurther clarified over time. If Adyen's efforts to comply with new laws, regulations and standards differ
from the activities intended by regulatory bodies or supervisory authorities due to ambiguities related totheir interpretation, application and practice, supervisory authorities may initiate legal and regulatory
proceedings against Adyen and its business, reputation, financial condition, results of operations and cash
flow could be materially and adversely affected.
For instance, although DNB is Adyen's primary prudential supervisory authority, the ECB may give
instructions to DNB or even assume direct supervision over certain prudential aspects of Adyen's business.
Furthermore, the ECB has collected and adopted best practices in the Eurozone and is expected to continue
to do so which may lead to further harmonization of supervisory practices in the Eurozone. This practicehas previously resulted in changes in the interpretation of regulations which has impacted and may further
impact and change local practices as they currently exist and are adopted by DNB. No assurance can begiven that newly adopted practices remain consistent with current practices and interpretation.
In addition, in certain countries it may not be clear whether Adyen is required to be licensed as a payment
services provider, bank, financial institution or otherwise. In such markets, Adyen relies and may in the
future rely on local banks to process payments and conduct foreign exchange transactions in local currency.
Local regulators may use their power to slow or halt payments to local merchants conducted through local
banks or otherwise prohibit Adyen from doing business in a country. The above requires the local
businesses to liaise in a timely manner with Adyen's central legal and compliance departments.
Adyen and its local businesses do not only need to comply with the local laws and regulations, but alsowith certain laws and regulations with worldwide application, including certain European legislation andthe US Foreign Account Tax Compliance ("FATCA") regime. Further, because Adyen's services areaccessible worldwide and Adyen facilitates sales of goods and provides services to merchants worldwide,
one or more jurisdictions may claim that Adyen or its merchants are required to comply with their laws.
Laws regulating the Internet, mobile and related technologies outside of the EU and US often impose
different, more specific, or even conflicting obligations on Adyen, as well as broader liability. For example,
certain transactions that may be permissible in a local jurisdiction may be prohibited by regulations of US
Department of Treasury's Office of Foreign Assets Control (OFAC) or US anti-money laundering or
counter-terrorist financing regulations.
If Adyen is unable to commit sufficient resources for regulatory compliance, this could lead to delays anderrors, and may force it to choose between prioritizing compliance matters over administrative support forbusiness activities, or may ultimately force Adyen to cease the offering of certain products or services. Any
delays or errors in implementing regulatory compliance could lead to substantial monetary damages andfines, public reprimands, a material adverse effect on Adyen's reputation, regulatory measures in the formof cease and desists orders, increased regulatory compliance requirements or other potential regulatory
restrictions on Adyen's business, enforced suspension of operations and in extreme cases, withdrawal of
regulatory licenses or authorizations to operate particular businesses, or criminal prosecution in certain
circumstances.
In addition to non-compliance by Adyen itself, Adyen may in the future suffer negative consequences of
non-compliance by the merchants that have direct access to its systems. Adyen may also suffer negative
consequences of merchants operating businesses or schemes in violation of applicable rules and regulations
whose activities Adyen could be held to monitor and, where applicable, to denounce or to interrupt its
extension of services to such merchants and, if necessary, terminate the relationship with such merchants.
Adyen may be required to make greater expenditures and devote additional resources and management time
to addressing these liabilities and requirements, which could have an adverse effect on Adyen's business,financial position and results of operations.
The above regulatory environment and any other present or future changes that could limit Adyen's ability
to manage effectively its balance sheet, liquidity position and capital resources (including, for example,- 41 -

reductions in profits and retained earnings and access to funding sources) could have a material effect on
its business, financial condition and results of operations.
The financial services industry is subject to intensive regulation. Major changes in laws and regulations
as well as enforcement action could adversely affect Adyen's business, financial position, results ofoperations and prospects.
In pursuit of a broad reform and restructuring of financial services regulation, national and supra-national
legislatures and supervisory authorities, predominantly in Europe and in the United States but also
elsewhere, continue to introduce and implement a wide range of proposals that could result in major changes
to the way Adyen's global operations are regulated and could have adverse consequences for its business,business model, financial position, results of operations, reputation and prospects. These changes could
materially impact the profitability of Adyen's businesses or the value of its assets, require changes tobusiness practices or force Adyen to discontinue businesses and expose Adyen to additional costs, taxes,
liabilities, enforcement actions and reputational risk and are likely to have a material impact on Adyen.
Recent and ongoing prudential, conduct of business and other initiatives and new laws and regulations,
include those described in the chapter "Supervision and Regulation". These initiative, laws and regulations
inter alia cover the following topics:
x

capital, liquidity and leverage ratio requirements. For example, on 23 November 2016 theEuropean Commission published proposals (the "EU Banking Reform Proposals") to amend andsupplement the Capital Requirements Directive (2013/36/EU) ("CRD IV") and the Capital
Requirements Regulation ((EU) No 575/2013) ("CRR");xrules on bank recovery and resolution, for example the EU Banking Reform Proposals containproposed amendments to the Bank Recovery and Resolution Directive (Directive 2014/59/EU)("BRRD") and the SRM Regulation and proposals to change the bank creditor hierarchy ininsolvency;x

proposals to set up a European deposit guarantee scheme as published by the European
Commission in November 2017;xchanges to the regulation of payment services in the EU, including the EU's new Payment Services
Directive (2015/2366/EU) ("PSD2"), which entered into force on 13 January 2018 and is expected
to be implemented in the Netherlands in the course of 2018); andxother rules and regulation relevant for the financial services industry, such as rules on dataprotection (including GDPR) or cybersecurity (such as the Network and Information Security
Directive ((EU) 2016/1148)).

The timing and full impact of new laws and regulations, including the initiatives described above, cannot
be determined yet and are beyond Adyen's control. The introduction of these and other new rules andrequirements could significantly impact the manner in which Adyen operates, particularly in situations
where regulatory legislation can interfere with or even set aside national private law. New requirements
may adversely affect Adyen's business, capital and risk management strategies and may result in Adyen
deciding to modify its legal entity structure, capital and funding structures and business mix or exit certain
business activities altogether or determine not to expand in certain business areas despite their otherwise
attractive potential.
The large number of legislative initiatives, in particular with respect to the financial services industry,requires constant attention from Adyen's senior management and consumes significant levels of resources
to identify and analyze the implications of these initiatives. Adyen may have to adapt its strategy, operations
and businesses, including policies, procedures and documentation, to comply with these new legal
requirements. Based on the volume of existing initiatives, it cannot be excluded that certain new
requirements will not be implemented in a timely fashion or implemented without errors or in a manner
satisfactory to the applicable supervisory authority, resulting in non-compliance and possible associatednegative consequences, such as administrative fine or public reprimands. Additionally, Adyen may beforced to cease to serve certain types of merchants or cease to offer certain services or products as a resultof new requirements. Any of the other above factors, events or developments may materially adversely
affect Adyen's businesses, financial position and results of operations and prospects.

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As a result of capital and/or liquidity requirements, Adyen may not be able to manage its capital andliquidity effectively, which may adversely affect its business performance.
Effective management of Adyen's capital and liquidity is critical to its ability to operate its businesses, togrow organically and to pursue its strategy. As a licensed bank, Adyen is required to maintain adequate
capital resources and liquidity. The maintenance of adequate capital and liquidity is also necessary for
Adyen's financial flexibility in the face of turbulence and uncertainty in the global economy.
In particular, since Adyen obtained its banking license on 25 April 2017, it is subject to the capital andliquidity requirements described in the chapter "Supervision and Regulation", under "SREP and Pillar II
Measures" and "Capital and Liquidity Requirements", which include the minimum own funds requirements
promulgated under CRR and the minimum combined buffer requirement ("CBR") promulgated under CRD
IV as implemented in the Dutch Financial Supervision Act, the implementing Decree on prudential rules
Dutch Financial Supervision Act (Besluit Prudentiële regels Wft) and the Regulation on specific provisions
CRD IV and CRR (Regeling specifieke bepalingen CRD IV en CRR, the "Regulation on specificprovisions CRD IV and CRR"). As part of the CBR, currently DNB has only imposed a capitalconservation buffer on Adyen of 2.5% (on a fully phased-in basis). The CBR must be met with CET1
capital and is phased-in in quartiles from 1 January 2016 to fully apply as per 1 January 2019. Therefore,
for the year 2018 Adyen's CBR will be 2.5%. However, in the future Adyen may need to comply with ahigher CBR. For example, competent authorities may introduce a countercyclical capital buffer.
See "Risk Management - Financial risk: Liquidity and funding risk - Risk mitigating measures" forinformation on Adyen's capital and liquidity position under CRD IV and CRR known as at 31 December
2017.
The changes to applicable current or future capital and liquidity requirements may also require Adyen toraise additional regulatory capital or hold additional liquidity buffers, for example because of different
interpretations of or methods for calculating risk exposure amounts or liquidity outflows or inflows, or
because Adyen does not comply with ratios and levels, or instruments and collateral requirements thatcurrently qualify as capital or capital risk mitigating techniques no longer do so in the future because ofchanges to the requirements or interpretations thereof.
If Adyen is unable to raise the requisite regulatory capital, it may be required to reduce the amount of its
risk exposure amount or business levels, restrict certain activities or engage in the disposition of core andother non-core businesses, which may not occur on a timely basis or at prices which would otherwise be
attractive to Adyen and such inability to raise sufficient regulatory capital could have an adverse effect on
the market's trust in respect of the long-term viability of Adyen, which could, for example, result inmerchants engaging Adyen's competitors for the provision of payment products and services. As a result ofstricter liquidity requirements or higher liquidity buffers, Adyen may be required to optimize its funding
composition which may result in higher funding costs for Adyen, and in having to maintain buffers of liquid
assets which may result in lower returns than less liquid assets. Furthermore, if Adyen is unable toadequately manage its liquidity position, this may prevent it from meeting its short-term financial
obligations. In addition, with a net stable funding requirement and a leverage coverage ratio scheduled to
be implemented through the EU Banking Reform Proposals, Adyen might be required to attract additional
stable sources of funding, which may result in higher funding costs for Adyen.
The above changes and any other changes that limit Adyen's ability to manage effectively its balance sheet,liquidity position and capital resources going forward or to access funding sources, could have a material
adverse impact on its financial position, regulatory capital position and liquidity provision.
Under CRD IV, banks that fail to have sufficient CET1 to meet the CBR will be subject to restrictions on
discretionary payments (which would include dividend payments on the Ordinary Shares and payments of
discretionary staff remuneration). The market price of the Ordinary Shares may be affected by any
fluctuations in Adyen's CET1 ratio. In addition, a perceived or actual shortage of capital held by Adyen
could result in actions by supervisory authorities. This may also affect Adyen's capacity to continue its
business operations, generate a sufficient return on capital, pay future dividends or pursue strategic
opportunities, impacting future growth potential. Such changes could have a material adverse effect on
Adyen's business, financial condition, results of operations and prospects and the price of the Ordinary
Shares and the liquidity of the market for Ordinary Shares. If, in response to any capital shortage, Adyen
raises additional capital through the issuance of share capital or capital instruments that are convertible toAdyen's shares, existing Shareholders may experience a dilution of their shareholdings.

- 43 -

Adyen is subject to stress tests and other regulatory enquiries, the outcome of which could materiallyand adversely affect Adyen's reputation, financing costs and trigger enforcement action by supervisory
authorities. Stress tests could also bring to the surface information, which may result in additional
regulatory requirements or measures being imposed or taken which could have a material adverse effecton Adyen's business, results of operations, profitability or reputation.
The banking sector is subject to periodic stress testing and other regulatory enquiries in respect of theresilience of banks to adverse market developments. Such stress tests are initiated and coordinated by theEuropean Banking Authority ("EBA"). Stress tests and the announcements of their results by supervisory
authorities can destabilize the banking or the financial services sector and lead to a loss of trust with regard
to individual banks or financial services sector as a whole. The outcome of stress tests could materially andadversely affect Adyen's reputation, financing costs and trigger enforcement action by supervisory
authorities. The outcome of stress tests could also result in Adyen having to meet higher capital and liquidity
requirements, which could have a material adverse effect on Adyen's business, results of operations,profitability or reputation.
In addition, stress tests could divulge certain information that would not otherwise have surfaced or which
until then, Adyen had not considered to be material and worthy of taking remedial action on. This could
lead to certain measures or capital and funding requirements by supervisory authorities being imposed or
taken, which could have a material adverse effect on Adyen's business, results of operations, profitabilityor reputation.
Bank recovery and resolution regimes may have a material adverse effect on Shareholders, includingthat a shareholder may lose all of its investment in the Ordinary Shares in the event that Statutory Loss
Absorption occurs.
The BRRD provides a set of tools and powers available to competent authorities to intervene sufficiently
early and quickly in an unsound or failing bank or investment firm (or certain group entities) so as to ensure
the continuity of the bank's (or its group's) critical financial and economic functions, while minimizing theimpact of its failure on the economy and financial system. In addition, BRRD provides preferential ranking
on insolvency for certain deposits that are eligible for protection by deposit guarantee schemes (including
the uninsured element of such deposits and, in certain circumstances, deposits made in non-EEA branchesof European Economic Area ("EEA") credit institutions). In furtherance of the BRRD, the SRM Regulation
has established uniform rules and a uniform procedure for the resolution of entities within the EU Banking
Union.
For an overview of the above recovery and resolution tools, powers and rules, see chapter "Supervision andRegulation", under "Recovery and Resolution".
Exercise of the recovery and resolution tools and powers could involve taking various actions in relation to
Adyen or any securities issued by Adyen (including the Ordinary Shares) without the consent of
Shareholders, such as the write-down or cancellation of shares or the conversion of capital instruments intoshares. In addition, Shareholders will have no further claims in respect of any shares. There can be noassurance that the taking of any such actions would not adversely affect the rights of Shareholders, the priceor value of their investment in the Ordinary Shares. Shareholders may have only very limited rights tochallenge and/or seek a suspension of any decision of the relevant resolution authority to exercise its (pre)resolution powers or tools or to have that decision reviewed by a judicial or administrative process orotherwise. Shareholders will have no further claims in respect of the Ordinary Shares cancelled as a resultof the application of such measures.
The Dutch Intervention Act, the BRRD, the SRM and the Revised State Aid Guidelines could negatively
affect the position of Shareholders, in particular if and when any of the above proceedings would becommenced against Adyen, since the application of any such legislation may affect the rights and effective
remedies of Shareholders as well as the market value of the Ordinary Shares.
The Dutch Intervention Act, the BRRD and the SRM Regulation and the temporary state aid rules forassessing public support to financial institutions during the crisis (as adopted on 10 July 2013 by theEuropean Commission, the "Revised State Aid Guidelines") may increase Adyen's cost of funding andthereby have an adverse impact on Adyen's funding ability, financial position and results of operations.
Therefore, in case of a capital shortfall, Adyen would first be required to carry out all possible capital raising- 44 -

measures by private means, including issuing new shares which could dilute the shareholding of
Shareholders, before being eligible for any kind of restructuring state aid.
The SRM provides for a resolution fund that will be financed by ex-ante individual contributions frombanking entities included in the SRM (the "Resolution Fund"). In addition, where the funds of the
Resolution Fund are not sufficient to cover the losses, costs or other expenses incurred by the use of the
Resolution Fund in resolution actions, extraordinary ex-post contributions from the participating banks may
be raised to a maximum of three times the annual amount of the individual contribution. This may have an
impact on Adyen's capital and funding costs. See also "Resolution Fund" under the chapter "Supervision
and Regulation".
Adyen may be subject to risk associated with deposit guarantee schemes and similar funds, which may
increase Adyen's costs and have a material adverse effect on Adyen's business, results of operations,financial condition and prospects.
In the Netherlands and other jurisdictions deposit guarantee schemes and similar funds ("Compensation
Schemes") have been implemented. In addition, the euro-wide deposit insurance scheme ("EDIS") was
proposed by the European Commission on 24 November 2015. It is not yet clear whether and, if so, when
EDIS will come into effect.
Pursuant to such schemes compensation may become payable to customers of financial services firms in
the event the financial service firm is unable to pay, or unlikely to pay, claims against it. In many
jurisdictions these Compensation Schemes are funded, directly or indirectly, by financial services firms
which operate and/or are licensed in the relevant jurisdiction. Adyen is a participant in the Deposit
Guarantee Scheme ("DGS"). The costs involved with making compensation payments under the DGS are
allocated among the participating banks by DNB, based on an allocation formula related to their market
shares. The ultimate costs to the industry of payments that may become due under the Compensation
Schemes, remains uncertain, and Adyen is currently in discussion with DNB as to what portion of its funds
falls within the scope of the DGS. The associated administrative burden, and potential costs, to Adyen may
be significant and have a material adverse effect on its business, results of operations, financial conditionand prospects.
See also "Deposit Guarantee Scheme" under the chapter "Supervision and Regulation".
Adyen is subject to changes in financial reporting standards or policies, including as a result of choices
made by Adyen, which could materially adversely affect Adyen's reported results of operations andfinancial condition and may have a corresponding material adverse impact on capital ratios.
Adyen's consolidated financial statements are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union ("IFRS"), which are periodically revised or
expanded. Accordingly, from time to time Adyen is required to adopt new or revised accounting standards
issued by recognized bodies, including the International Accounting Standards Board ("IASB"). It is
possible that future accounting standards and financial reporting standards or policies, including as a resultof choices made by Adyen, which Adyen is required to adopt, could change the current accounting
treatment that applies to its consolidated financial statements and that such changes could have a material
adverse effect on Adyen's reported results of operations and financial condition and may have acorresponding material adverse effect on capital ratios.
PSD2 introduces new regulations for providers of payment services such as Adyen, which may have amaterial and adverse effect on Adyen's business, financial condition, results of operations and prospects
and if Adyen fails to comply with these regulations, it may face administrative sanctions, criminal
penalties and/or reputational damage.
Adyen is subject to complex and evolving Dutch, European and other jurisdiction's laws and regulations
regarding the provision of payment services. In particular, PSD2 entered into force on 13 January 2018 andis expected to be implemented in the Netherlands in the course of 2018. PSD2 introduces new concepts
such as strong customer authentication ("SCA") and third-party access to accounts ("XS2A"). See also
"Payment Services" under the chapter "Supervision and Regulation".
Adyen currently expects that it needs to introduce SCA for a portion of the transactions it processes. Adyen
relies on the exemptions for the application of SCA as documented in the RTS to reduce the impact for its- 45 -

merchants. However, such exemptions may be interpreted and applied in a different manner as is currently
expected by Adyen. For example, Adyen expects to be able to rely on the exemption that SCA is not
required where transactions handled for specific merchants are determined by Adyen to be low risk, suchas on the basis of historical fraud levels. However, if the exemption would be interpreted in a manner that
does not allow Adyen to determine the risk on a merchant-by-merchant basis, but only for all merchants on
an aggregated basis, Adyen may be required to apply SCA to all its merchants despite the risk being causedby one or a limited number of merchants. This may significantly increase the costs of compliance with theregulations and may make Adyen less attractive as a service provider for some of its merchants that would
otherwise not be affected by the SCA rules. Adyen is working on alternative mitigation measures for its
merchants in case the interpretation of the exemptions would not be in line with the regulatory expectations.
In addition, XS2A may increase competition from, and opportunities for, traditional and non-traditional
third-party providers providing payment initiation services. For example, XS2A may result in a shift fromcard-based payments to account based payments, or may cause declining demand for Adyen's services, inparticular if merchants were to accept payments directly from their shoppers through the intermediation of
payment initiation service providers. This may have an adverse effect on Adyen's revenues and earnings in
the event that account based payment methods within the proprietary payment networks that facilitate theirown retail networks of globally operating merchants and merchant associations, such as Amazon andAlibaba, were to become the most used payment methods by shoppers and merchants. See also "Risk
Factors - Substantial and increasingly intense competition worldwide in the global payments industry may
materially and adversely affect Adyen's business, financial condition, results of operations and prospects."
These regulations of payment services may have a material and adverse effect on Adyen's business,financial condition, results of operations and prospects and if Adyen fails to comply with these regulations,
it may face administrative sanctions, criminal penalties and/or reputational damage.
Risks Related to the Offering and Adyen's Ordinary Shares
The Ordinary Shares in Adyen may be subject to market price volatility and the market price of theOrdinary Shares may decline in response to developments that are unrelated to Adyen's operating
performance or beyond Adyen's control.
The Ordinary Shares in Adyen may be subject to market price volatility and the market price of the Ordinary
Shares may decline in response to developments that are unrelated to Adyen's operating performance or
beyond Adyen's control. The market price of the Ordinary Shares may be volatile and subject to wide
fluctuations as a result of a variety of factors, including, but not limited to, those referred to in this "Risk
Factors" as well as period-to-period variations in operating results or changes in net revenue or profit
estimates by Adyen, industry participants or financial analysts. The market price of the Ordinary Shares
could also be affected by developments unrelated to Adyen's operating performance or beyond Adyen's
control, such as the operating and share price performance of other companies that investors may consider
comparable to Adyen, speculation about Adyen in the press or the investment community, strategic actions
by competitors, including acquisitions and/or restructurings, changes in market conditions and regulatorychanges in any number of countries, whether or not Adyen derives significant net revenue therefrom.
Developments beyond Adyen's control include but are not limited to:xnational and global macroeconomic and financial market conditions;xactual or anticipated fluctuations in results of operations or financial condition;x

the entrance of new competitors or new products in the markets in which Adyen operates;x

adverse developments in legal or other proceedings or negative publicity associated therewith;x

regulatory changes affecting Adyen's business; andxpotential or actual sales of blocks of the Ordinary Shares in the market.

As a publicly traded company, the market price of the Ordinary Shares may also be impacted by market
expectations for Adyen's financial performance and changes in the estimates of Adyen's results ofoperations by securities analysts, regardless of Adyen's actual results of operations and financial condition.
Investors may not be able to sell their Ordinary Shares at or above the Offer Price.

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Future sales or the possibility of future sales of a substantial number of Ordinary Shares, including by
the Selling Shareholders, may adversely affect the market price of the Ordinary Shares.
The Selling Shareholders and Adyen have agreed with the Underwriters, pursuant to an underwriting
agreement entered into on 5 June 2018 (the "Underwriting Agreement"), to restrictions on their ability toissue, sell or transfer Ordinary Shares for a period of 180 days after the Settlement Date. After the expirationof the applicable lock-up period, the Selling Shareholders may sell their respective Ordinary Shares orAdyen may sell additional Ordinary Shares in the public market. In addition, the Joint Global Coordinators
have full discretion to waive the lock-up in connection with the Selling Shareholders and Adyen at any time
before its expiry. This could also result in the Selling Shareholders and Adyen selling Ordinary Shares in
the public market before expiry of the applicable lock-up periods. In addition, there could also be aperception in the market that such sales could occur due to the expiry of the relevant lock-up period or its
waiver. See "Plan of Distribution–Lock-Up Arrangements".
The market price of the Ordinary Shares could decline if, following the Offering and after the expiration of
the lock-up period, a substantial number of Ordinary Shares are sold by the Selling Shareholders or othersin the public market or if there is a perception that such sales could occur. In addition, such sales could
make it more difficult for Adyen to raise capital through the issuance of equity securities in the future.
There is no existing market for the Ordinary Shares and an active trading market for the Ordinary
Shares may not develop or be sustained.
Prior to the Offering, there has been no public trading market for the Ordinary Shares. The Offer Price will
be determined by the Selling Shareholders and Adyen after consultation with the Joint Global Coordinatorsand may not be indicative of the market price for the Ordinary Shares following admission. Althoughapplication has been made to list the Ordinary Shares on Euronext Amsterdam, Adyen can give noassurance of the extent to which investor interest in the Ordinary Shares will lead to the development of a
trading market following the Offering, how liquid that market might be (with the Offer Shares representing
up to a maximum of approximately 12.7% of the Company's issued and outstanding share capital assuming
no exercise of the Over-Allotment Option at the lower-end of the Offer Price Range and up to a maximumof approximately 14.2% of the Company's issued and outstanding share capital assuming full exercise of
the Over-Allotment Option at the lower-end of the Offer Price Range), or, if a trading market does develop,
whether it will be sustained.
If an active and liquid trading market for the Ordinary Shares does not develop or is not sustained, this may
result in lower trading prices and increased volatility, which could adversely affect the value of aninvestment in the Ordinary Shares, may cause the Ordinary Shares to trade at a discount to the Offer Priceand may make it difficult for investors to sell any Ordinary Shares held by them at or above the price paid
for such Ordinary Shares or at all.
Immediately after Settlement, the Selling Shareholders, either alone or acting together, will be in aposition where they may continue to exert substantial influence on Adyen and the interests pursued by
the Selling Shareholders could differ from the interests of Adyen's other shareholders.
Immediately after Settlement, the Selling Shareholders will continue to be Adyen's largest shareholders andwill on aggregate hold up to approximately 74.8% of Adyen's issued and outstanding share capital (up to
approximately 73.3% assuming full placement of the Offer Shares and the Over-Allotment Option is
exercised in full). As a result, the Selling Shareholders will continue to be able to influence substantially or
control matters requiring approval by the General Meeting, being the corporate body, or where the context
so requires, the physical meeting of shareholders of Adyen, and may vote its Ordinary Shares in a way withwhich other shareholders do not agree. Therefore, the Selling Shareholders will be in a position to exert
substantial influence on the General Meeting and, consequently, on matters decided by the General
Meeting, including board appointments, the distribution of dividends, the amendment of the Articles of
Association or any proposed capital increase. This concentration of ownership could adversely affect thetrading volume and market price of the Ordinary Shares.
The interests of the Selling Shareholders could deviate from the interests of Adyen's other shareholders.
The Selling Shareholders, as the major shareholders of Adyen, may delay, postpone or prevent transactions
that might be advantageous for investors or other shareholders. In addition, the Selling Shareholders and/or
their respective affiliates may, in the future and subject to applicable non-compete arrangements, own
businesses that directly compete with Adyen.

- 47 -

The issuance of additional Shares in Adyen in connection with future acquisitions, any share incentive
or share option plan or otherwise may dilute all other shareholdings.
Adyen may seek to raise financing to fund future acquisitions and other growth opportunities, invest in its
business, or for general corporate purposes. Adyen may, for these and other purposes, such as in connection
with share incentive and share option plans, issue additional equity or convertible equity securities. As aresult, Adyen's existing Shareholders may suffer dilution in their percentage ownership or the price of theOrdinary Shares may be adversely affected (also see below "Business – Material Contracts – Warrant
Agreement" and "Shareholder Structure and Related Party Transactions – Shareholder Structure – Existing
Shareholders").
Adyen may in the future seek to raise capital by conducting equity offerings, which may dilute investors'
shareholdings in Adyen.
Adyen may in the future, subject to the lock-up arrangements in the Underwriting Agreement, seek to raise
capital, for regulatory purposes or otherwise, through public or private equity financings by issuing
additional Ordinary Shares, debt or equity securities convertible into Ordinary Shares or rights to acquire
these securities and exclude the pre-emptive rights pertaining to the then outstanding Ordinary Shares. Any
additional capital raised through the issue of additional Ordinary Shares may dilute an investor's
shareholding interest in Adyen. Furthermore, any additional offering of Ordinary Shares by Adyen, or the
public perception that an offering may occur, could also have a material adverse effect on the trading priceof the Ordinary Shares and could increase the volatility in the trading price of the Ordinary Shares.
In the event of an increase in Adyen's share capital, Shareholders are generally entitled to full pre-emptive
rights unless these rights are limited or excluded either by virtue of Dutch law, a resolution of the General
Meeting upon the proposal of the Management Board, which is subject to the approval of the Supervisory
Board, or by a resolution of the Management Board subject to the approval of the Supervisory Board if theManagement Board has been designated by the General Meeting. The Management Board will be
designated by the General Meeting prior to Settlement for a period of 18 months following Settlement to
exclude or limit pre-emptive rights subject to limits as set out in this Prospectus. In addition certain
Shareholders outside the Netherlands may not be able to exercise pre-emptive rights, and therefore suffer
dilution, unless local securities laws have been complied with. In particular, US Holders (as defined in"Taxation") may not be able to exercise their pre-emptive rights or participate in a rights offer, as the casemay be, unless a registration statement under the US Securities Act is effective with respect to such rights
or an exemption from the registration requirements is available. Adyen cannot assure investors that any
registration statement would be filed so as to enable the exercise of such holders' pre-emptive rights orparticipation in a rights offer.
In addition, Adyen may in the future issue regulatory capital instruments, the terms of which may containprovisions which, if triggered, could have a potential dilutive effect on an investor's shareholding interest
in Adyen. For example, certain regulatory capital instruments contain loss absorption features which are
triggered when certain regulatory capital ratios of the issuer fall below particular thresholds. One such loss
absorption feature is conversion, where the capital instrument is converted into ordinary shares. If Adyen
were to issue regulatory capital instruments with these features, a conversion of the capital instrument could
severely dilute an investor's shareholding interest in Adyen and the market value of their Ordinary Shares
could be materially and adversely affected.
The Offer Shares may trade below the Offer Price and investors could lose all or part of their investment.
The Offer Price may not be indicative for the market price of the Ordinary Shares after the Offering has
been completed. The market price of the Ordinary Shares could also fluctuate substantially due to various
factors, some of which could be specific to Adyen and its operations and some of which could be related
to the industry in which Adyen operates and equity markets generally. See also "Risk Factors—The
Ordinary Shares in Adyen may be subject to market price volatility and the market price of the Ordinary
Shares may decline in response to developments that are unrelated to Adyen's operating performance or
beyond Adyen's control" As a result of these and other factors, the Ordinary Shares may trade at prices
significantly below the Offer Price. Adyen cannot assure that the market price of the Ordinary Shares will
not decline and the Ordinary Shares may trade at prices significantly below the Offer Price, regardless ofAdyen's actual operating performance. As a result, investors may not be able to (re)sell their Ordinary
Shares at or above the Offer Price, or at all.

- 48 -

The payment of any future dividends will depend on Adyen's financial condition and results ofoperations.
Adyen intends to retain any profits to expand the growth and development of Adyen's business and,
therefore, does not anticipate paying dividends to its Shareholders in the foreseeable future. See "Dividend
Policy".
Distribution of dividends may take place after the adoption of the annual accounts by the General Meeting
which show that the distribution is allowed. Adyen may only make distributions to its Shareholders insofar
as Adyen's equity exceeds the sum of the paid-in and called-up share capital increased by the reserves as
required to be maintained by Dutch corporate law or by the Articles of Association.
In addition, any distribution of dividends is subject to regulatory restrictions set out in CRR and CRD IV(as implemented in Dutch law). In particular, Adyen will be prevented from distributing dividends incircumstances where the relevant dividend payment would cause its CET1 to reach a level where Adyenno longer meets its CBR, would cause its distributable items (as defined in CRR) to be exceeded or, if
Adyen no longer meets its CBR and when aggregated together with other distributions of the kind referred
to in article 3:62b Dutch Financial Supervision Act implementing article 141(2) of CRD IV, would cause
the relevant maximum distributable amount to be exceeded. In addition, the law implementing CRD IV andCRR allows DNB to restrict or prohibit dividend payments if in its view such measure is needed tostrengthen Adyen's capital in view of prudential requirements.
The Management Board determines whether Adyen is able to make the distributions. Because Adyen isalso a holding company that partly conducts its business through its subsidiaries, Adyen's ability to pay
dividends may depend on Adyen's subsidiaries' distributions to Adyen. The amount and timing of such
distributions will depend on the laws of such subsidiaries' respective jurisdictions. The distribution by
Adyen of an interim dividend and the distribution of dividends in the form of Ordinary Shares are subject
to the prior approval of the Supervisory Board. See "Dividend Policy". Any of these factors, individuallyor in combination, could restrict Adyen's ability to pay dividends.
If Settlement does not take place, purchases of the Ordinary Shares will be disregarded and transactions
effected in the Ordinary Shares will be annulled.
Application has been made to list the Ordinary Shares on Euronext Amsterdam under the symbol"ADYEN". Adyen expects that the Ordinary Shares will be admitted to listing and that trading in the
Ordinary Shares will commence prior to the Settlement Date on the First Trading Date on an "as-if-andwhen-issued/delivered" basis. Settlement may not take place on the Settlement Date or at all, if certain
conditions or events referred to in Underwriting Agreement are not satisfied or waived or occur on or prior
to such date (see "Plan of Distribution"). Trading in the Ordinary Shares before Settlement will take placesubject to the condition that, if Settlement does not take place, the Offering will be withdrawn, allapplications for the Ordinary Shares will be disregarded, any allotments made will be deemed not to havebeen made, any application payments made will be returned without interest or other compensation andtransactions on Euronext Amsterdam will be annulled. All transactions in the Ordinary Shares prior tosettlement and delivery are at the sole risk of the parties concerned. Adyen, the Selling Shareholders, theListing and Paying Agent, the Underwriters and Euronext Amsterdam N.V. do not accept any responsibility
or liability for any loss incurred by any person as a result of a withdrawal of the Offering or the related
annulment of any transaction on Euronext Amsterdam.
Investors with a reference currency other than euro will become subject to certain foreign exchangerisks when investing in the Ordinary Shares.
Adyen's equity capital is denominated in euro, and all dividends (if any) on the Ordinary Shares will be
paid by Adyen in euro. Investors whose reference currency is a currency other than the euro may bematerially and adversely affected by any reduction in the value of euro relative to the value of the respective
investor's reference currency. In addition, such investors could incur additional transaction costs inconverting euro into another currency. Investors whose reference currency is a currency other than the euro
are therefore urged to consult their financial advisers.

- 49 -

The rights and responsibilities of a Shareholder are governed by Dutch law and will differ in somerespects from the rights and obligations of shareholders under the laws of other jurisdictions and theshareholder rights under Dutch law may not be as clearly established as the rights of a shareholder
established under the laws of some other jurisdictions.
Adyen is incorporated and exists under the laws of the Netherlands. Accordingly, Adyen's corporate
structure as well as the rights and obligations of the Shareholders may be different from the rights andobligations of shareholders of companies under the laws of other jurisdictions. The exercise of certain
shareholders' rights by Shareholders outside the Netherlands may be more difficult and costly than theexercise of rights in a company organized under the laws of other jurisdictions. Resolutions of the General
Meeting may be adopted with majorities different from the majorities required for adoption of equivalent
resolutions in companies organized under the laws of other jurisdictions. Any action to contest any ofAdyen's corporate actions must be filed with, and will be reviewed by, a Dutch court, in accordance with
Dutch law.
In addition, rights afforded to shareholders under Dutch law differ in certain respects from the rights ofshareholders in typical US companies. Dutch law currently limits significantly the circumstances underwhich the shareholders of Dutch companies may bring derivative actions. Under Dutch law, in most cases,
only Adyen may be the proper plaintiff for the purposes of maintaining proceedings in respect of wrongfulacts committed against it and, generally, neither an individual shareholder, nor any group of shareholders,has any right of action in such circumstances. In addition, Dutch law does not afford appraisal rights todissenting shareholders in the form typically available to shareholders in a US company.

- 50 -

IMPORTANT INFORMATION
GeneralProspective investors are expressly advised that an investment in the Offer Shares entails certain risks andthat they should therefore carefully review the entire contents of this Prospectus and not merely rely on
selected or summarized information. Furthermore, before making an investment decision with respect to
the Offer Shares, prospective investors should consult their stockbroker, bank manager, lawyer, auditor orother financial, legal and tax advisers and carefully review the risks associated with an investment in theOffer Shares. In making an investment decision, prospective investors must rely on their own examination,
analysis and enquiry of the Company and the terms of the Offering, including the merits and risks involved,
in light of their personal circumstances.
Prospective investors should only rely on the information contained in this Prospectus, the Pricing
Statement and any supplement to this Prospectus within the meaning of Section 5:23 of the Dutch Financial
Supervision Act, see "—Supplements". Prospective investors should not assume that the information in thisProspectus is accurate as at any date other than the date of this Prospectus. No person is or has beenauthorized to give any information or to make any representation in connection with the Offering, otherthan as contained in this Prospectus. If any information or representation not contained in this Prospectus
is given or made, the information or representation must not be relied upon as having been authorized by
the Company, the members of the Management Board and the Supervisory Board, the Selling Shareholders
or the Underwriters, or any of their respective affiliates or representatives.
Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to the
Dutch Financial Supervision Act, neither the delivery of this Prospectus nor any subscription or sale of theOffer Shares pursuant to the Offering shall, under any circumstances, create any implication that there has
been no change in the business or affairs of Adyen since the date of the Prospectus or that the information
contained herein is correct as at any time subsequent to its date. Prospective investors should therefore notassume that the information in this Prospectus is accurate as at any other date than the date of thisProspectus. The Company does not undertake to update this Prospectus unless pursuant to Section 5:23 of
the Dutch Financial Supervision Act.
No representation or warranty, express or implied, is made by, or on behalf of, the Underwriters or any of
their respective affiliates or representatives, or their respective directors, officers or employees, as to theaccuracy, fairness or completeness of information or opinions contained in this Prospectus, or incorporated
by reference herein, and nothing in this Prospectus, or incorporated by reference herein, is, or shall be relied
upon as, a promise or representation by the Underwriters or any of their respective affiliates orrepresentatives, or their respective directors, officers or employees, as to the past or future.
The Underwriters are acting exclusively for the Company and no one else in connection with the Offering.
They will not regard any other person (whether or not a recipient of this Prospectus) as their respective
customers in relation to the Offering and will not be responsible to anyone other than the Company forproviding the protections afforded to their respective customers or for giving advice in relation to,respectively, the Offering or any transaction or arrangement referred to herein.
Neither the Underwriters nor any of their respective affiliates accepts any responsibility whatsoever for thecontents of this Prospectus including its accuracy, completeness and verification or for any other statement
made or purported to be made by it, or on its behalf, in connection with the Company, the Selling
Shareholders, the Offer Shares or the Offering. The Underwriters and each of their respective affiliates
accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability whether arisingin tort, contract or otherwise (save as referred to above) which they might otherwise be found to have inrespect of this Prospectus or any such statement.
None of the Company, the Selling Shareholders or the Underwriters, or any of their respective
representatives is making any representation to any offeree or purchaser of the Offer Shares regarding thelegality of an investment in the Offer Shares by such offeree or purchase under the laws applicable to suchofferee or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business,financial and related aspects of purchase of the Offer Shares.

- 51 -

Restrictions on the Offering
The Offering and the distribution of this Prospectus and any related materials is in certain jurisdictions
restricted by law. Persons in possession of this Prospectus are required to inform themselves about and toobserve any such restrictions. No action has been or will be taken in any jurisdiction by the Company or
the Underwriters that would permit a public offering of the Offer Shares or possession or distribution of aprospectus in any jurisdiction where action for that purpose would be required. This Prospectus may not be
used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, anyof the Offer Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful.
Neither the Company nor the members of the Management Board and the Supervisory Board, the Selling
Shareholders or any of the Underwriters accept any responsibility for any violation by any person, whether
or not such person is a prospective purchaser of the Offer Shares, of any of these restrictions.
Each person receiving this Prospectus acknowledges that: (i) such person has not relied on the Underwriters
or any person affiliated with the Underwriters in connection with any investigation of the accuracy of any
information contained in this Prospectus or its investment decision; and (ii) it has relied only on theinformation contained in this Prospectus, and no person has been authorized to give any information or to
make any representation concerning the Company or the Offer Shares (other than as contained herein andinformation given by the Company's duly authorized officers and Adyen's employees in connection withinvestors' examination of the Company and the terms of the Offering) and, if given or made, any such otherinformation or representation should not be relied upon as having been authorized by the Company or theUnderwriters.
Responsibility Statement
This Prospectus is made available by the Company. The Company accepts responsibility for the information
contained in this Prospectus. The Company declares that it has taken all reasonable care to ensure that, tothe best of its knowledge, the information contained in this Prospectus for which it is responsible is inaccordance with the facts and contains no omission likely to affect its import.
Potential Conflict of Interest
Certain of the Underwriters and/or their respective affiliates have in the past engaged and may in the future,from time to time, engage in commercial banking, investment banking and financial advisory and ancillary
activities in the ordinary course of their business with the Company and/or the Selling Shareholders or any
parties related to any of them, in respect of which they have received, and may in the future receive,customary fees and commissions. Additionally, the Underwriters and/or their respective affiliates may haveheld and in the future may hold, in the ordinary course of their business, the Company's securities forinvestment purposes. As a result, these parties may have interests that may not be aligned or could possibly
conflict with the interests of investors. See "Plan of Distribution––Potential Conflicts of Interest".
Supplements
If a significant new factor, material mistake or inaccuracy relating to the information included in thisProspectus which is capable of affecting the assessment of the Offer Shares arises or is noted between thedate of this Prospectus and the later of the end of the Offer Period and the start of trading of the Offer Shareson Euronext Amsterdam, a supplement to this Prospectus is required. Such a supplement will be subject toapproval by the AFM in accordance with Section 5:23 of the Dutch Financial Supervision Act and will bemade public in accordance with the relevant provisions under the Dutch Financial Supervision Act. The
summary shall also be supplemented, if necessary, to take into account the new information included in the
supplement.
Statements contained in any such supplement (or contained in any document incorporated by reference
therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed tomodify or supersede statements contained in this Prospectus or in a document which is incorporated byreference in this Prospectus. Any statement so modified or superseded shall, except as so modified orsuperseded, no longer constitute a part of this Prospectus. For the avoidance of doubt, references in thisparagraph to any supplement being published by the Company do not include the Pricing Statement.

- 52 -

Presentation of Financial and Other Information
This Prospectus contains financial information of the Company and its consolidated subsidiaries as at andfor (i) the years ended 31 December 2017, 31 December 2016 and 31 December 2015, which has been
derived from Adyen's Financial Statements prepared in accordance with International Financial ReportingStandards as adopted by the European Union ("IFRS"), and (ii) the three months ended 31 March 2018 and
31 March 2017, which has been derived from Adyen's Interim Financial Statements which have been
prepared in accordance with IAS 34. Adyen's Consolidated Financial Statements have been audited byPricewaterhouseCoopers Accountants N.V. "PwC", an independent registered public audit firm. Adyen's
Interim Financial Statements for 2018 have been reviewed by PwC.
Non-IFRS Financial Measures, APMs and Other Metrics
This Prospectus contains certain financial measures that are not recognized financial measures under IFRS,
including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Free Cash Flow and Net
revenue. Adyen is of the view that these alternative performance measures ("APMs") provide additional
information to investors and to enhance their understanding of its results. The APMs should be viewed ascomplementary to, rather than a substitute for, the figures determined according to IFRS. These APMs are
non-IFRS financial measures and have not been audited or reviewed, and are not recognized measures offinancial performance or liquidity under IFRS, but are used by management to monitor the underlying
performance of Adyen's business and operations. These non-IFRS financial measures may not be indicativeof Adyen's historical operating results, nor are such measures meant to be predictive of Adyen's future
results.
Adyen has presented these non-IFRS financial measures in this Prospectus for the following reasons:x

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, because
Adyen considers these to be important supplemental measures of Adyen's performance, primarily
because these and similar measures are used widely amongst other in the payments industry as ameans of evaluating a company's underlying operating performance;xFree cash flow, because Adyen considers this to be an important supplemental measure of Adyen's
performance, primarily because this and similar measures are used widely amongst other in thepayments industry as a means of evaluating a company's underlying cash generation; andx

Net revenue, because Adyen's revenue contains interchange and payment network fees and a markup, and Adyen management monitors Net revenue (net of interchange and payment network fees
and cost of inventory) as a performance indicator, as this is the revenue attributable to Adyen.

However, not all companies calculate non-IFRS financial measures in the same manner or on a consistentbasis. As a result, these measures may not be comparable to measures used by other companies under thesame or similar names. Accordingly, undue reliance should not be placed on the non-IFRS financial
measures contained in this Prospectus and they should not be considered as a substitute for financial
measures computed in accordance with IFRS. Investors should read them in conjunction with the Adyen's
Financial Statements and Interim Financial Statements included in this Prospectus.
These non-IFRS financial measures are defined as follows:x

EBITDA for a period, as the earnings for that period before interest, taxes, depreciation andamortization, and Adjusted EBITDA for a period, as EBITDA excluding extraordinary items of anon-operational nature;x

Adjusted EBITDA Margin for a period, as the ratio of Adjusted EBITDA to net revenue;x

Adjusted Net Income for a period, as net income excluding extraordinary items of a nonoperational nature;- 53 -

xFree Cash Flow for a period, as Adjusted EBITDA net of capital expenditure, with capital
expenditure consisting of the line items "Purchases of plant and equipment" and "Capitalization of
intangible assets" on the consolidated statement of cash flows. 1; andx

Net revenue for a period, as revenue less costs incurred from financial institutions and cost of
inventory.

For a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Free Cash
Flow and Net revenue to its most comparable IFRS financial measure, see "Selected Consolidated Financial
Information".
Rounding
Certain figures in this Prospectus, including financial data, have been rounded. Accordingly, figures shownfor the same category presented in different tables may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures which precede them. In tables, negative
amounts are shown by "−" or "negative" before the amount.
Currency
In this Prospectus, unless otherwise indicated: all references to the "EU" are to the EU; all references to"EUR", "euro" or "€" are to the single currency introduced at the start of the third stage of the European
Economic and Monetary Union (the "EMU") pursuant to the Treaty on the functioning of the European
Community (the "EC"), as amended from time to time; all references to the "United States" or the "US"are to the United States of America, its territories and possessions, any state of the United States of America
and the District of Columbia; and all references to "US dollars", "US$" or "$" are to the lawful currencyof the United States and all references to the British Pound are to the lawful currency of the United
Kingdom.
Exchange Rates
The Financial Statements provided herein are published in euro. The exchange rates below are provided
solely for information and convenience. The table below shows, for the periods indicated, the period end,
average, high and low Bloomberg composite rate London expressed as US dollar per €1.00. The Bloomberg
composite rate London is a 'best market' calculation, in which, at any point in time, the bid rate is equal tothe highest bid rate of all contributing bank indications and the ask rate is set to the lowest ask rate offeredby these banks. The average rate for a year means the average of the Bloomberg composite rates on the last
day of each month during a year. The average rate for a month, or for any shorter period, means the averageof the daily Bloomberg composite rates during that month, or shorter period, as the case may be. The rates
may differ from the actual rates used in the preparation of the Selected Consolidated Financial Informationand other financial information appearing in this Prospectus. No representation is made that euros could
have been, or could be, converted into US dollars at any particular rate indicated or any other rate.
Period End
Year:
2015.........................................................................................
2016.........................................................................................
2017.........................................................................................
Month:
January 2018 ...........................................................................
February 2018 .........................................................................
March 2018 .............................................................................
April 2018 ...............................................................................
May 2018 ................................................................................

1

US dollars per euro
Average
High

Low

1.087
1.055
1.202

1.110
1.107
1.130

1.210
1.153
1.203

1.049
1.038
1.043

1.242
1.221
1.233
1.210
1.167

1.220
1.235
1.234
1.228
1.182

1.249
1.248
1.244
1.239
1.202

1.192
1.221
1.221
1.210
1.155

Capital expenditure was €11.0 million and €12.5 million for the years ending 31 December 2017 and 2016, respectively, whichin both years consisted primarily of investments in server capacity in line with Adyen's scalability strategy and capitalization of
costs related to internally generated software with finite useful lives.

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Market and Industry Data
All references to market share, market data, industry statistics and industry forecasts in this Prospectus
consist of estimates compiled by industry professionals, competitors, organizations or analysts, of publicly
available information or of the Company's own assessment of the Company's sales and markets. Certain
statements made in this Prospectus are based on the Company's own proprietary information, insights,
opinions or estimates, and not on any third party or independent source; these statements contain words
such as 'Adyen believes' and 'Adyen expects', and as such do not purport to cite, refer to or summarize any
third party or independent source and should not be so read.
Industry publications and market studies generally state that their information is obtained from sources
believed to be reliable but that the accuracy and completeness of such information is not guaranteed andthat the projections they contain are based on a number of significant assumptions. Where third-party
information has been sourced in this Prospectus, the source of such information has been identified.
Although the Company believes these sources are reliable, the Company does not have access to theinformation, methodology and other bases for such information and has not independently verified theinformation. The information in this Prospectus that has been sourced from third parties has been accurately
reproduced with reference to these sources in the relevant paragraphs and, as far as the Company is awareand able to ascertain from the information published by that third party, no facts have been omitted thatwould render the reproduced information inaccurate or misleading.
In this Prospectus, certain statements are made regarding the Company's competitive and market position.
The Company believes these statements to be true, based on market data and industry statistics, but theCompany has not independently verified the information. The Company cannot guarantee that a third party
using different methods to assemble, analyze or compute market data or public disclosure from competitors
would obtain or generate the same results. In addition, the Company's competitors may define their markets
and their own relative positions in these markets differently than the Company does and may also define
various components of their business and operating results in a manner which makes such figures noncomparable with the Company's figures.
Notice to Investors
EXCEPT AS OTHERWISE SET OUT IN THIS PROSPECTUS, THE OFFERING DESCRIBEDIN THIS PROSPECTUS IS NOT BEING MADE TO INVESTORS IN THE UNITED STATES,UNITED KINGDOM, CANADA, AUSTRALIA OR JAPAN, AND THIS PROSPECTUS SHOULD
NOT BE FORWARDED OR TRANSMITTED IN OR INTO THE UNITED STATES, UNITED
KINGDOM, CANADA, AUSTRALIA OR JAPAN.
Because of the following restrictions, prospective investors are advised to consult legal counsel prior to
making any offer, resale, pledge or other transfer of the Offer Shares.
This Prospectus does not constitute or form part of any offer or invitation to sell, or any solicitation of any
offer to acquire Offer Shares in any jurisdiction in which such an offer or solicitation is unlawful or would
result in the Company becoming subject to public company reporting obligations outside the Netherlands.
The distribution of this Prospectus, and the offer or sale of Offer Shares is restricted by law in certain
jurisdictions. This Prospectus may only be used where it is legal to offer, solicit offers to purchase or sell
Offer Shares. Persons who obtain this Prospectus must inform themselves about and observe all such
restrictions.
No action has been or will be taken to permit a public offer or sale of Offer Shares, or the possession or
distribution of this Prospectus or any other material in relation to the Offering in any jurisdiction where
action may be required for such purpose. Accordingly, neither this Prospectus nor any advertisement or any
other related material may be distributed or published in any jurisdiction except under circumstances thatwill result in compliance with any applicable laws and regulations.
Shareholders and any person (including, without limitation, agents, custodians, nominees and trustees) who
has a contractual or other legal obligation to forward this Prospectus should read "Selling and Transfer
Restrictions" in this Prospectus.

- 55 -

Notice to Prospective Investors in the United States
The Offer Shares have not been, and will not be, registered under the US Securities Act or with any
securities regulatory authority of any state of the United States, and may not be offered, sold, pledged orotherwise transferred within the United States unless the Offer Shares are registered under the US Securities
Act or an exemption from the registration requirements of the US Securities Act is available. The Offer
Shares will only be offered and sold in the United States to persons reasonably believed to be QIBs, pursuant
to Rule 144A or another exemption from, or in a transaction not subject to, the registration requirements of
the US Securities Act. All offers and sales of the Offer Shares outside the United States will be made incompliance with Regulation S under the US Securities Act. Transfers of the Offer Shares will be restricted
and each purchaser of the Offer Shares will be deemed to have made acknowledgments, representations
and agreements, as described under "Selling and Transfer Restrictions". There will be no public offer of
the Offer Shares in the United States. Prospective purchasers are hereby notified that the Company and the
Selling Shareholders may rely on the exemption from the registration requirements of Section 5 of the US
Securities Act, provided by Rule 144A.
In addition, until the end of the 40th calendar day after the commencement of the Offering, an offer or saleof the Offer Shares within the United States by a dealer (whether or not participating in the Offering) may
violate the registration requirements of the US Securities Act if such offer or sale is made otherwise thanin accordance with Rule 144A or another exemption from registration under the US Securities Act.
None of the Company, the Selling Shareholders or the Underwriters accept any legal responsibility for any
violation by any person, whether or not a prospective investor in the Offer Shares, of any of the foregoing
restrictions.
THE OFFER SHARES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY US
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OF THE RIGHTS OR THE OFFER SHARESOR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THISPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN
THE UNITED STATES.
In the United States, this Prospectus is being furnished on a confidential basis solely for the purpose of
enabling a prospective purchaser to consider purchasing the particular securities described herein.
The information contained in this Prospectus has been provided by the Company and the other sources
identified herein. Distribution of this Prospectus to any person other than the offeree specified by theCompany and those persons, if any, retained to advise such offeree with respect thereto, is unauthorized,
and any disclosure of its contents, without the Company's prior written consent, is prohibited.
This Prospectus is personal to each offeree and does not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire the securities described herein. Investors agree to theforegoing by accepting delivery of this Prospectus.
For so long as Offer Shares are 'restricted securities' within the meaning of Rule 144(a)(3) under the US
Securities Act, the Company will during any period in which the Company is neither subject to section 13
or 15(d) of the Securities Exchange Act of 1934, as amended (the "US Exchange Act"), nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such
restricted securities or to any prospective purchaser of such restricted securities designated by such holder
or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, theinformation required to be provided by Rule 144A(d)(4) under the US Securities Act. The Company is not
currently subject to the periodic reporting requirements of the US Exchange Act.
Notice to Prospective Investors in the United Kingdom
This Prospectus is directed at and for distribution in the United Kingdom only to (i) persons who haveprofessional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth
entities falling within Article 49(2) (a) to (d) of the Order (all such persons being together referred to in thisparagraph as "Relevant Persons"). This Prospectus is directed only at Relevant Persons. Any person who- 56 -

is not a Relevant Person should not act or rely on this Prospectus or any of their contents. Any investment
or investment activity to which this Prospectus relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
Notice to Prospective Investors in the EEA
In relation to each state which is a party to the agreement relating to the EEA and which has implemented
the Prospectus Directive (in this paragraph, each a "Relevant Member State"), no Offer Shares have beenoffered or will be offered pursuant to the Offering to the public in that Relevant Member State, except that
an offer to the public in that Relevant Member State of Offer Shares may be made at any time under thefollowing exemptions under the Prospectus Directive, if they are implemented in that Relevant Member
State:x

to legal entities which are qualified investors as defined in the Prospectus Directive;x

to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) per Relevant Member State, subject to obtaining the prior consent of the
Joint Global Coordinators; orxin any other circumstances falling under the scope of Article 3(2) of the Prospectus Directive,

provided that no such offer of Offer Shares shall result in a requirement for the Company or any Underwriter
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing theProspectus Directive in a Relevant Member State.
For the purpose of this provision, the expression an 'offer to the public' in relation to any Offer Shares in
any Relevant Member State means a communication to persons in any form and by any means presenting
sufficient information on the terms of the offer and the Offer Shares to be offered, so as to enable an investor
to decide to acquire any Offer Shares, as that definition may be varied in that Relevant Member State byany measure implementing the Prospectus Directive in that Member State.
Enforceability of Judgments
Shortly after determination of the Offer Price, and prior to Settlement, the Company will be converted intoa public company with limited liability (naamloze vennootschap) incorporated under the laws of theNetherlands. Most of the members of the Company's Management Board and Supervisory Board, and mostof Adyen's employees are citizens or residents of countries other than the United States. All or a substantial
portion of the assets of such persons and most of the Company's assets are located outside the United States.
As a result, it may not be possible for investors to effect service of process within the United States uponsuch persons or upon the Company, or to enforce judgments obtained in US courts, including judgments
predicated upon civil liabilities under the securities laws of the United States or any state or territory within
the United States against the aforementioned parties. Furthermore, there is substantial doubt as to theenforceability in the Netherlands of original actions or actions for enforcement based on the federal
securities laws of the United States or judgments of US courts, including judgments predicated upon thecivil liability provisions of the securities laws of the United States.
The United States and the Netherlands currently do not have a treaty providing for the reciprocal recognitionand enforcement of judgments, other than arbitration awards, in civil and commercial matters. In addition,neither the countries of residence of the members of the Management Board and Supervisory Board andAdyen's employees may have a treaty providing for the reciprocal recognition and enforcement of
judgments. However, if a person has obtained a final judgment without possibility of appeal for the paymentof money rendered by a court in the United States which is enforceable in the United States and files his
claim with the competent Dutch court, the Dutch court will generally recognize and give effect to suchforeign judgment insofar as it finds that (i) the jurisdiction of the United States court has been based on a
ground of jurisdiction that is generally acceptable according to international standards, (ii) the judgment by
the United States court was rendered in legal proceedings that comply with the standards of the proper
administration of justice that includes sufficient safeguards (behoorlijke rechtspleging), and (iii) the
judgment by the United States court is not incompatible with a decision rendered between the same parties
by a Dutch court, or with a previous decision rendered between the same parties by a foreign court in a
dispute that concerns the same subject and is based on the same cause, provided that the previous decision- 57 -

qualifies for acknowledgement in the Netherlands and except to the extent that the foreign judgment
contravenes Dutch public policy (openbare orde).
Information Regarding Forward-Looking Statements
Certain statements in this Prospectus are forward-looking statements. Forward-looking statements
generally are subject to a number of risks and uncertainties, many of which are beyond the Company's
control and all of which are based on the Company's current beliefs and expectations about future eventsand anticipated financial and operational performance. Forward-looking statements are all statements otherthan statements of historical facts or in present tense, and are typically identified by the use of forward
looking terminology such as "believe", "expect", "may", "will", "could", "should", "intend", "estimate","plan", "assume", "predict", "might", "anticipate", "annualized", "goal", "target", "potential" or "aim" or, ineach case, the negative thereof or other variations thereof or comparable terminology.
Forward-looking statements appear in a number of places in this Prospectus, including, without limitation,"Summary", "Risk Factors", "Dividends and Dividend Policy", "Operating and Financial Review ","Industry" and "Business" and include, among other things, statements relating to:xAdyen's strategy, outlook and growth prospects;xAdyen's liquidity, capital resources and capital expenditures;x

expectation as to future growth in demand for Adyen's products;x

general economic trends, in particular economic conditions in Adyen's key countries/regions;xAdyen's operational and financial targets and dividend policy;x

the competitive environment in which Adyen operates; andx

the impact of regulations on Adyen's operations.

Although Adyen believes that the expectations reflected in these forward-looking statements arereasonable, Adyen can give no assurances that they will materialize or prove to be correct. Because thesestatements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results
or outcome could differ materially from those set out in the forward-looking statements as a result of manyfactors, including, among others:x

our ability to address demand for solutions in the rapidly evolving market for payments;x

our ability to retain existing merchants and attract new merchants and our ability to maintain,
promote and enhance the Adyen brand among merchants;x

our ability to manage the costs associated with merchant bankruptcy, inability or unwillingness topay;x

our ability to identify and develop new products and services;xthe actions and resources of current or future competitors in the markets in which we operate;x

political and regulatory developments in the markets in which we operate; andxother factors referenced in this Prospectus,

all of which could have a material adverse effect on Adyen's business, financial position, prospects andresults of operations.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions underlying
the above or other factors prove to be incorrect, Adyen's actual future financial condition or results ofoperations could differ materially from those described herein as currently anticipated, believed, estimatedor expected. In light of the risks, uncertainties and assumptions, underlying the above factors, the forwardlooking events described in this Prospectus may not occur or be realized. Additional risks not known to- 58 -

Adyen or risks which Adyen does not currently consider material could also cause the forward-looking
events discussed in this Prospectus not to occur.
Forward-looking statements involve inherent risks and uncertainties and speak only as at the date they are
made. Except as required by applicable law, the Company does not undertake and expressly disclaims any
duty to update or revise any forward-looking statement in this Prospectus, whether as a result of new
information, future events or otherwise. Such forward-looking statements are based on the current beliefs,
assumptions, expectations, estimates and projections of the Company's management as to present and futurebusiness strategies and the environment in which the Company will operate in the future. By their nature,they are subject to known and unknown risks and uncertainties, which could cause the Company's actual
results and future events to differ materially from those implied or expressed by forward-looking
statements. Risks and uncertainties that could cause actual results to vary materially from those anticipatedin the forward-looking statements included in this Prospectus are included under "Risk Factors".
Definitions
This Prospectus is published in English only. Definitions used in this Prospectus are also defined in"Definitions".
Documents Incorporated by Reference
The Articles of Association are incorporated in this Prospectus by reference and, as such, form part of thisProspectus. The Articles of Association (or copies thereof) may be obtained in electronic form free ofcharge from Adyen's website at www.Adyen.com.
No Incorporation of Website
The contents of the Company's website, including any websites accessible from hyperlinks on the
Company's website, do not form part of and are not incorporated by reference into this Prospectus.

- 59 -REASONS FOR THE OFFERING AND SE OF PROCEEDS
Background and Reasons for the Offering
Adyen believes that the Offering and the listing of the Shares on Euronext Amsterdam will create thepossibility for investors to participate in the future of Adyen, provide Adyen with strategic and financial
flexibility to maintain growth and further build the company. Furthermore it supports Adyen's ability tomaintain, promote and enhance the Adyen brand among merchants, and increasing opportunities to attract
and retain talented employees. In addition, the Offering is being conducted to provide the Selling
Shareholders with an exit opportunity for part of their shareholding.
se of Proceeds
The Selling Shareholders will receive the net proceeds from the Offering and, if the Over-Allotment Option
is exercised, the net proceeds from the sale of the Additional Shares. The proceeds received by the Selling
Shareholders will be entirely at their disposal. Adyen will not receive any proceeds from the Offering.
After deducting the estimated expenses, commissions and taxes related to the Offering payable by the
Selling Shareholders of approximately 25.2 million, the Selling Shareholders expect to receive
approximately 811.2 million net proceeds from the Offering (based on an Offer Price at the mid-pointof the Offer Price Range and assuming no exercise of the Over-Allotment Option that is to be granted by
the Selling Shareholders in connection with the Offering).

- 60 -DIVIDENDS AND DIVIDEND POLICY
GeneralThe Company may only make distributions to its Shareholders insofar as the Company's equity exceeds thesum of the paid-in and called-up share capital increased by the reserves as required to be maintained by
Dutch law or by the Articles of Association.
Under the Articles of Association, any distribution of profits, meaning the net earnings after taxes shownby the Company's adopted annual accounts, shall be made after the adoption of such annual accounts fromwhich it appears that they are permitted, without prejudice to any of the other provisions of the Articles of
Association.
The Management Board may decide, with the approval of the Supervisory Board, that the profits realized
during a financial year will fully or partially be appropriated to increase and/or form reserves. Any profits
remaining shall be put at the disposal of the General Meeting. The Management Board, which proposal has
to be approved by the Supervisory Board, shall make a proposal for reservation or distribution for that
purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item at the General Meeting.
The Company's policy on reserves and dividends shall be determined and can be amended by theManagement Board, with the approval of the Supervisory Board. The adoption and thereafter eachamendment of the policy on reserves and dividends shall be discussed and accounted for at the General
Meeting under a separate agenda item.
The payment of dividends is subject to regulatory restrictions set out in CRR and CRD IV (as implementedin Dutch law). In particular, Adyen will be prevented from distributing dividends in circumstances where
the relevant dividend payment would cause its CET1 to reach a level where Adyen no longer meets its
CBR, would cause its distributable items (as defined in CRR) to be exceeded or, if Adyen no longer meets
its CBR and when aggregated together with other distributions of the kind referred to in article 3:62b Dutch
Financial Supervision Act implementing article 141(2) of CRD IV, would cause the relevant maximum
distributable amount to be exceeded. In addition, the law implementing CRD IV and CRR allows DNB to
restrict or prohibit dividend payments if in its view such measure is needed to strengthen Adyen's capitalin view of prudential requirements.
Dividend History
The Company has never declared or distributed dividends to its Shareholders.
Dividend Policy
Adyen intends to retain any profits to expand the growth and development of Adyen's business and,
therefore, does not anticipate paying dividends to its Shareholders in the foreseeable future.
Manner and Time of Dividend Payments
It is intended that the payment of dividends in cash, if declared, will be made in euro. However, Adyen may
also declare dividends in kind by issuing new Shares. Any dividends that are paid to Shareholders throughEuroclear Nederland will be automatically credited to the relevant Shareholders' accounts without the needfor the Shareholders to present documentation proving their ownership of the Shares.
Payment of dividends on the Shares in registered form (not held through Euroclear Nederland, but directly)
will be made directly to the relevant shareholder using the information contained in the Company's
shareholders' register and records.
According to the Articles of Association, dividends shall be due and payable no later than four weeks after
the date on which they have been declared, unless the Management Board determines another date.
Uncollected Dividends
A claim for any declared dividend and other distributions lapses five years and one day after the date on
which those dividends or distributions became payable. Any dividend or distribution that is not collected- 61 -

within this period will be considered to have been forfeited to the Company and shall be added to theCompany's reserves.
Taxation of Dividends
Dividend payments on the Shares are generally subject to withholding tax in the Netherlands. See "Taxation– Taxation in the Netherlands – Withholding Tax".

- 62 -AN OVERVIEW OF THE PAYMENTS VALUE CHAIN
Consumer electronic payments can take various forms. These include credit cards, debit cards, pre-paid
cards, and many local and other payment methods. According to Capgemini, card-based payments are thelargest of the aforementioned categories based on transaction volume, with credit and debit cards taking
the largest share globally.
The figure below provides an illustration of a typical electronic payments value chain.

Figure 1: Typical electronic payments value chain

Payments systems typically involve a number of participants. In its most common form, the traditionalcard-based value-chain involves five parties whose interactions are governed by a card network. Below is
an overview of the participants and their respective roles:x

Shoppers buy goods or services from merchants. These purchases can be made across a variety ofchannels. Traditionally, most transactions have taken place in-store (POS). However, withadvances in technology, volumes are increasingly shifting towards the online and mobile channels;x

Merchants accept electronic payments in return for providing goods and services;x

Acquirers sign card acceptance agreements directly with merchants and are typically themerchants' primary point of contact, providing them with access to the card networks. The acquirer
performs the necessary KYC and due diligence review of the merchant in order to assess andmitigate fraud and/or bankruptcy risk. Acquirers are also responsible for delivering funds, which
the networks have received from issuers, from card networks to merchants, as well as routing
transactions from various channels to the card network;x

Card networks set the rules concerning the processing of transactions. The largest and most wellknown networks are Visa and Mastercard, but there are also a significant number of otherinternational players as well as local card networks. Card networks are the backbone of theelectronic payments system. Their responsibilities typically include connecting and switchingtransactions between acquirers and issuers, enabling electronic payment authorization, as well asclearing and settlement. According to The Nilson Report ("Nilson"), as of April 2018, the six
largest card networks were Visa, Mastercard, UnionPay, American Express, JCB Credit andDiscover, together generating purchase volume of $23.0 trillion for 2017, with disparities between
geographies; andxIssuers provide shoppers with credit and debit cards. Card networks route authorization requests
to the issuers, who then authorize the merchant to accept the payment once necessary identity andcompliance checks were performed.

Over time, there has been a trend towards additional participants joining the value chain:x

Terminal/gateway software providers give the merchant the necessary hardware or software(depending on the channel) to accept payments. This is intended to facilitate acceptance from thebroadest possible range of payment types;- 63 -

x

Processors serve technical roles such as authorization, data transmission, data security andsettlement functions as an outsourced service to acquirers. The terms "acquirer" and "processor"
are often used interchangeably, but they are two distinct functions that, in some cases, are provided
by the same entity; andxRisk management providers try to assess whether the transaction is genuine or fraudulent onbehalf of the acquirers.

Alongside Acquirers, the above can be collectively referred to as payment service providers ("PSPs"), andtypically PSPs perform one or more of the above functions.
Role of Adyen in Value Chain
Adyen, with its single, integrated platform, operates across the entire value chain and offers simplicity formerchants by eliminating the need to work with a disparate group of gateways, risk management providers,processors, and acquirers.

Figure 2: Illustrative Adyen value chain

Overview of the mechanics of a transaction
A typical card-based payment transaction consists of the following steps which can be grouped into two
sub processes; authorization and settlement. In the first part of the transaction flow, authorization, thefollowing steps take place:1.

The shopper presents / inserts card details at the POS terminal / online gateway, where in case of
a POS terminal the account information is then captured from either the chip, magnetic stripe or,in the case of a mobile wallet, virtually through the use of for example near-field-communication(NFC) technology or a QR code;2.

The transaction data is then routed to the acquirer processor through an internet connection or
online gateway;

3.

The acquirer processor / risk manager performs the relevant initial risk management checks andthen routes the transaction to the card network (e.g. Visa, Mastercard, American Express);

4.

The card network identifies the relevant issuer and routes the transaction to the issuer processor;

5.

The issuer processor validates the identity of the cardholder and provides authorization to the card
network;

6.

The card network forwards the authorization note to the acquirer processor;

7.

The acquirer processor then sends the authorization note to the POS terminal / online gateway,enabling the merchant to proceed with the transaction and providing the shopper with aconfirmation and a receipt.

The second part of the transaction, settlement, occurs at a later point and involves the acquirer and issuer
exchanging purchase information to complete the transaction:
1.

The merchant will send a capture request to the acquirer processor (via the POS terminal / online
gateway);2.

Once the acquirer processor receives these captures, it routes the capture to the respective payment
network;- 64 -

3.

This is then transferred to the applicable card issuing bank which informs the customer of theirtransaction by posting it on their statement;

4.

The payment network then calculates net settlement positions for the acquirer processor and thecard issuing bank, advises both parties of the amount, and submits a transfer order to a settlement
bank;

5.

The settlement bank acts as a facilitator for the flow of funds between the acquirer processor andthe card issuing bank;

6.

The acquirer processor transfers the received funds into the respective merchant's account.

Fee structures for value chain participants
On a simplified basis, fees are traditionally charged to the merchant as a percentage of the value of eachtransaction. The fees for various players include:x

Processing fee – charged to the merchant by the gateway or POS payment provider;x

Acquiring markup – charged to the merchant by the acquirer;xInterchange fee – charged to the acquirer (via the card networks) by the issuer and usually passed
on to the merchant. The card issuer takes on the credit risk of the shopper. The interchange fee has
traditionally been the largest part of the total fee charged to the merchant; andx

Card network fee – charged to the acquirer by the card networks and passed on to the merchant.
This is typically much lower than the interchange fee but is charged on all transactions which occur
over the relevant network,

Adyen receives the processing fee and acquiring mark-up. The Interchange fee and card network fee arecosts for Adyen which are usually passed on to the merchant.
Technology is having a significant impact on the traditional card-based payments systems with innovation
happening across the value chain. A number of new form factors and device types are now being used toinitiate electronic transactions at merchant locations including e-Wallet enabled devices such as Apple Pay
and Google Pay. In addition, POS terminals and systems are becoming increasingly sophisticated with richfunctionality beyond payments and multiple customer interfaces such as QR codes, NFC and Bluetoothcommunication. Additionally, technologies such as data analytics and machine learning are increasingly
being used by industry participants to combat fraud, identify shopper patterns and provide insights tomerchants and consumers. New tokenisation technology is also allowing for more seamless consumer
experiences such as in-app and recurring payments as well as "one-click" and "zero-click" functionality.
New technology developments are also resulting in the proliferation of local payment methods especiallyin emerging markets where cash has historically been more prevalent. Given limited investment intraditional card-based payments infrastructure, many countries are more amenable to adopting alternative
payment methods in addition to card-based payments. The rapid rise of Alipay and WeChat Pay in Chinaand Paytm in India are examples of such fast growing local payment methods.
On the other hand, card-based systems have been around since the mid-20th century and have been quite
resilient to evolving technologies. The infrastructure benefits from the trust gained from businesses andconsumers, obtained over its long history of global operations, the tremendous scale of transactions
processed, and well-established rules of processing and exception handling.
Adyen is able to offer both card-based payments and local or alternative payment methods to its merchantbase and benefits from the growth of both card-based and local or alternative payments.

- 65 -INDUSTRY OVERVIEW
Market size and growth
The global market for electronic payments is very large with total global card payments volume of
approximately $23.0 trillion in 2017 forecasted to grow to approximately $52.4 trillion by 2026 (CAGR of
9.6%), according to Nilson. Also according to Nilson, split of this volume for debit versus credit cardtransactions stood at 47% and 53% respectively in 2017. In 2017, Adyen processed 3.7 billion transactions,generating €108.3 billion in processed volumes.
$ Trillions

60,0

52,4

50,0
40,0
30,0

23,0

20,0
10,0

5,3

0,0
2006A

2017A

2026E

Figure 3: Total global card purchases ($ trillions). Source: Nilson, April 2018

The market is experiencing a pronounced and ongoing shift away from cash and towards card-based,international and local payment methods. This shift towards cashless payments is being driven by a numberof factors, including increased penetration driven by new technologies (such as contactless payments),
lower transaction fees and the growing prevalence of online and mobile channels.
The payments industry is fragmented on the acquiring, issuing and processor side; however, most of thevolume passes through payments schemes such as Visa, Mastercard, UnionPay and American Express. The
volume processed by the payments schemes has grown significantly over the last few years, with Visa andMastercard processing close to $11.4 trillion or ~49% of total global card payments volume in 2017, up
9.6% on 2016, according to Nilson.
Evolving payments and commerce landscape
Alongside the growth in payments purchases, the global payments and commerce landscape is changing.
In large part, this is being driven by:
1.

The increasing globalization of commerce;

2.

Changing shopper behavior and the rise of mobile;

3.

Increasing pressure on retail merchants' operations; and4.

An increasingly complex and demanding regulatory environment driving new business models andforcing change.

In light of this ongoing and rapid transformation of payments and commerce, merchants are increasingly
focusing on payments. Payment acceptance is no longer seen as an inhibitor but as an enabler of commerce.
1.

The increasing globalization of commerce

Globalisation continues to be a driving force in the world economy, creating new opportunities forbusinesses of all sizes to grow and expand. While globalization as a phenomenon has been developing forseveral years, global multi-country commerce has accelerated due to the impact of e-commerce.
Shoppers are able to purchase goods or services from across the globe from the comfort of their own homes.
Companies such as Uber, Airbnb, Amazon, Netflix, Facebook and others have completely redefined their- 66 -

industries, changed shopper expectations and exhibited high growth rates, rapidly expanding acrossgeographies and achieving large scale from small bases in short periods of time. While digital giants areable to rapidly scale across the globe, traditional merchants are also increasingly making a shift towards
international expansion.
Furthermore, emerging, fast growing regions have fueled the growth of e-commerce globally (e.g. APAC),
all coming with their specificities and wide variety of local payment solutions.
What this means for merchants is that, aside from the additional logistical challenges which they need toaddress, they also need to be able to provide locally-tailored payment solutions and currencies to suit theneeds of a global shopper base transacting with an equally global merchant base. Payment service providers
need to adapt their offerings to be able to provide global capabilities to serve their international merchants.
Merchants who adopt payments solutions that focus on shopper experience are more likely to experiencehigher conversion, and therefore increased revenues.
2.

Changing shopper behavior and the rise of mobile

Shoppers' increased desire for a friction-less and safe transaction experience have led them to adopt newtechnologies and change their shopping habits. Their willingness to change behavior and try these new
payment methods can be seen in the increased penetration of contactless payments, in sectors such astransport and retail, as well as wearable devices such as watches and in-app payments which have become
ubiquitous in todays' mobile games and ride-sharing apps.
Mobile commerce ("m-commerce"), which is a subset of the wider electronic commerce ("e-commerce")
universe, has been estimated by IDC to be growing at 13.9% annually between 2011 and 2016, slightly
higher than e-commerce's 8.7% annual growth for the same period. For companies in these sectors, cash
payment options are almost non-existent, and as such shoppers have become more accustomed to online
and mobile payments to address their e/m-commerce needs. According to eMarketer, e-commerce made up
10.2%, or $2.31 trillion, of the $22.6 trillion total retail sales worldwide in 2017, up from 8.6% a year prior.
This growth was largely influenced by Asia-Pacific, where 14.6% of overall retail spend went toward ecommerce.
In 2017, m-commerce sales worldwide reached $1.36 trillion, accounting for 58.9% of total e-commerce
spend overall. Mobile in particular is a channel with substantial potential; with m-commerce expected to
grow its share of all e-commerce payments from 58.9% in 2017 to 72.9% in 2021, according to eMarketer.
Trillions,% change and% of ecommerce sales
Retail m-commerce sales

63,8%
52,4%

58,9%

% change% of e-commerce sales

67,2%

63,5%

70,4%

72,9%

40,3%
33,0%

28,6%

25,4%

22,2%

$0.97

$1.36

$1.80

$2.32

$2.91

$3.56

2016

2017

2018

2019

2020

2021

Figure 4: Retail m-commerce sales worldwide, 2016-2021. Source: eMarketer, January 2018
Note: includes products or services ordered using the internet via mobile devices, regardless of the method of payment or fulfilment;
includes sales on tablets; excludes travel and event tickets.

Shoppers want to be able to make purchases from their smartphones and other connect devices, at any time,
wherever they find themselves. The payment method being accepted by the merchant should not be a
restriction to the transaction and instead should be tailored to the shopper's preference and location.

- 67 -

Along with the desire for a more tailored experience, shoppers are also increasingly looking for consistency
across platforms and selling channels, with convenience at the heart of their shopping considerations. Thechanges in shopper preferences have created a need for payment providers to respond in kind and become
seamless providers across channels in order to satisfy this new type of mobile shopper.
There are a number of technologies emerging to reduce friction for shoppers including tokenization, oneclick payments, in-app payments and recurring payments. Services offered to shoppers have also developed
to cater for their increasingly demanding expectations, from endless aisles to offering return in store for anarticle bought online. Payment service providers need to adapt to these trends and provide gateway softwarethat enables merchants to capitalize on emerging online and mobile opportunities.
3.

Increasing pressure on retail merchants' operations

This ongoing and rapid transformation of payments, new technologies and shopper behavior raises toughchallenges for retail merchants. Traditional retail merchants are facing increasing competition from online
companies such as Amazon, which have disrupted the way to do commerce by offering convenience toshoppers at a competitive price. Ensuring that payments are done seamlessly by shoppers is key in ensuring
there is no missed sale, as merchants are not able to afford losing revenues due to a faulty payment
experience.
The increasing pressure on merchants is also pushing them to search for maximum efficiency in the way
they operate. However, traditional brands have a lot of legacy systems overall but especially in payments,
which are creating additional complexity and inefficiencies in their operations.
Therefore, in this era of digital competition, the merchants need to:x

simplify payment operations – merchants are on a quest to improve the efficiency of theiroperations by making the payment infrastructure leaner and cleaner;xdifferentiate brands by convenience – brands can differentiate by offering similar experience aswell as personalized services (e.g. personalized checkout) to shoppers across channels – in-store,
offline and online;x

improve shopper experience – shoppers are looking for seamless payments, a consistent, highquality experience across channels and ability to transact globally; andxincrease shopper loyalty – technology has made it easy for shoppers to switch from one retailer
to another versus in a traditional offline environment. In this context, customer satisfaction has
gained even more importance.

4.

Increasingly complex and demanding regulatory environment driving new business models andforcing change

A number of regulators have focused on opening up the payments market while simultaneously reducing
the cost to merchants of card-based payment acceptance. The most noteworthy example of this in recent
years has been PSD2. PSD2 opens up access to online bank accounts to third parties, effectively allowing
new entrants to initiate transactions (such as direct credit transfers) on behalf of the account holder, where
the account holder has provided its consent.
The expectation is that this will foster innovation, enabling a better universe of account-to-account based
payment methods. This effect will likely be compounded by the global movement towards adoption offaster payment technologies. These regulations aim to make account-to-account based payment methods
more competitive with the card networks, where they are currently hampered by slow settlement times.
Payment service providers must be able to provide solutions which will enable merchants to accept the fullrange of payment methods which these regulations might foster. Similarly, as fee regulations (i.e. theDurbin Amendment limitations in the US and interchange fee regulation in Europe) reduce the cost of cardtransactions and generate incremental volume, providers must be able to scale with this expected increase.
In addition, regulators are increasingly passing data-protection bills giving more power over their data to
shoppers, as well as introducing high penalties for non-compliance with new regulations and standards. In
responding to these measures, compliance costs for payment service providers could rise sharply,
facilitating the rise of new market participants who can provide innovative and cost-effective solutions.

- 68 -

Merchant operations are further complicated by the increased need for cyber security. There are a number
of issues related to shopper conversion rates which must be addressed with innovative solutions. These
include a robust data flow between merchants and consumers, fraud detection software and programs, anda range of other cyber security products.
Competition environment
Adyen does not compete with one single competitor across all of its markets. Most payment services
providers compete with Adyen primarily in specific geographies or specific channels. Globally, Adyen's
larger competitors include internationally operating payment service providers, such as Chase Merchant
Solutions, Worldpay, First Data and Ingenico. At a more local level, there are a number of bank-owned andother providers who compete with Adyen in specific markets. However, Adyen believes that it is the only
company that can offer a global integrated payments stack across channels through a single platform, giving
it advantages over traditional payment services providers. Many of the traditional payment providers who
would position themselves as competitors to Adyen are hindered by a number of the limitations. As a resultof these limitations, Adyen has been gaining market share demonstrated by above market growth.
The acquiring industry is very fragmented, with the top 10 global acquirers processing a total of 123.6
billion transactions in 2016, accounting for 48% of total card purchase transactions of 257.2 billion. 2
Traditional payment services providers are less equipped to serve merchants in the new paradigm of global
commerce (as described above) and have limited ability to innovate and change. Legacy payments
infrastructure was built for the offline, local commerce era and suffers from limitations that create several
challenges for traditional providers in the new world of global and unified commerce 3:xLegacy technology systems being used by traditional providers are outdated with layers of software
having been developed over several years as a patchwork of solutions, building on top of oldsystems and focusing on piecemeal functionality. Further, traditional participants have achieved
scale, grown geographically and adapted to a changing landscape through mergers and acquisitions,which has left them with a plethora of platforms rather than an integrated solution. Years of adhoc development and multiple platforms have resulted in complex, inefficient technology
environments with high maintenance costs, a lack of innovation and insight, limited flexibility andan inability to scale rapidly across channels

x

Fragmentation of the value chain across geographies and channels. In a typical card transaction, it
is not uncommon for multiple independent organizations to be involved for the completion of thetransaction. This problem is further compounded for large global organizations which must deal
with multiple payment partners and integrate with all of them. Even when a single organization
claims to be providing the full service globally, they have constructed the payment solution using
numerous systems, which can result in some of the same problems as dealing with multiple
providers also resulting in multiple integrations.

As a result of these limitations, traditional payment solutions have often been seen by merchants asinhibitors rather than enablers of commerce. There are still several merchant issues that need to be addressed:xLarge number of providers, across channels and geographies. The drive for merchants to
globalize and scale their businesses is hindered by the fragmentation of the global payments
landscape. Global merchants are forced to work with a large number of payment providers, leading
to increased complexity and a higher administrative burden. Additionally, merchants must be able
to adapt to local payment methods which may be popular in, but specific to, a geographic market.
This frequently creates the need for merchants to partner with additional payment providers who
have the capabilities to offer the payment method relevant to that specific market.

xMultiple, complex and layered integrations. Over the years merchants have accumulated
multiple payments platforms with different functionalities, technologies and underlying code base.
This has resulted in a patchwork of multiple integrations which adds to the complexity. This results

2

3

Nilson 2017: Includes all consumer and commercial credit, debit, and prepaid card transactions processed by the six largest
issuers: Visa, Mastercard, UnionPay, American Express, JCB, Diners Club/Discover
Unified commerce: more generally defined as the elimination of distinctions between the channels through which a shopper
interacts with a merchant and, in the case of Adyen's current product offering, combining POS, online and mobile standardized
across channels for merchants.

- 69 -

in non-transparent pricing, lost sales and higher fraud risk; everything leading to much inferior
customer experience.
x

Fragmented view of payments flows and data. There is a lack of shopper insights beyond theimmediate transactions. As every step of the payment process is being tracked and monitored, there
is a large amount of shopper data that can be used to enhance a merchant's ability to target shoppers.
However, in most cases, tracking stops after the transaction and transaction information is stored
in separate systems for each channel. This prevents merchants from having a complete view andunderstanding of shoppers' buying behaviour across channels. This also reduces opportunities formerchants to adapt and optimize their offerings for shoppers, thereby not producing thepersonalized service shoppers are increasingly coming to expect.

x

Friction in checkout experiences. Check-out is one of the most important steps for a successfultransaction. Once a shoppers' basket is populated, it is critical to make the experience as easy andseamless as possible until the payment is completed. Functionalities that help identify the shopperand pre-populate payments information result in higher conversion rates.

x

Slow to adapt to new technology. With changing shopper behavior and the globalization ofcommerce, the ability of payment services providers to offer not only all card based payments
solutions but also local payments e.g. iDeal and next generation payment methods like Alipay,
WeChat Pay is increasingly more important. Capabilities of underlying platform impacts timing of
new releases, success rate of execution and results in costs overruns.

xLack of flexibility across payment channels. Shoppers experience difficulties in moving between
or combining payment channels based on their personal needs when entering the payment process.
While the traditional payments industry has attempted to provide merchants with solutions toenable shopping across channels, this remains a challenge for most merchants and a key source of
shopper dissatisfaction, hampering seamless merchant-shopper interaction.

x

Lack of sophisticated fraud prevention tools. Minimising fraud is a major challenge for both
payment providers and merchants. Current fraud detection and prevention measures are rigid andlargely stuck within a rule-based approach resulting in both false-positives and false-negatives.
This leads to lower conversion and higher fraud, due to the improper verification of shoppers. An
illustrative example of this is shoppers' international travel. Current fraud detection tools viewinternational shopping as not aligned with shoppers' usual behavioural patterns, leading toincreased checks and often to shopper frustration and reduced conversion.

- 70 -

BUSINESS
Overview
Adyen is a technology company redefining payments for merchants globally. It has built an efficient single
platform that enables the acceptance and processing of cards and local payments globally across its
merchants' online, mobile and POS channels. Adyen's global platform has integrated and simplified thepayments value chain, enabling it to partner with large merchants to rapidly scale their businesses both
locally and globally, without the varied inefficiencies inherent in traditional payment platforms. Adyen's
technology removes friction for both shoppers and merchants and allows for an improved shopper
experience while simplifying the global management of payments across sales channels and geographies
for merchants. Adyen believes that its data-centric platform increases conversion rates while mitigatingrisk, reducing settlement times and providing data insights to merchants that are critical for managing theirinteractions with shoppers. Adyen's transparent pricing model is equally attractive for merchants. For allthese reasons, Adyen is the payments platform of choice for many of the world's most recognizable
companies.
Adyen aims to change the payments industry, which traditionally comprised a patchwork of providers andlegacy systems resulting in fragmented merchant services. Adyen has built a bottom-up, single, global
platform capable of meeting the rapidly evolving needs of fast-growing global merchants. Adyen believes
that simplicity, transparency, and innovation are the keys to its future success.
Adyen's ever-evolving platform encompasses the entire payments value chain as it relates to merchants,from checkout to payment settlement. This single integrated platform provides a merchant-friendly
alternative to the numerous legacy providers that merchants previously had to rely on for their payments
processing. The Adyen platform combines global reach with local capabilities, directly connecting
merchants to Visa, Mastercard and many other payment methods and supporting numerous transaction
currencies across six continents. Adyen's platform supports "unified commerce" for merchants acrossonline, mobile and POS channels, which are connected to the same Adyen back-end infrastructure forprocessing and settling payments and offers feature-rich APIs. This single platform enforces Adyen's datacapabilities, which includes services that utilize sophisticated algorithms across machine learning, data
mining and artificial intelligence ("AI") to increase authorization rates for merchants while reducing therisk of fraudulent transactions. Adyen also provides valuable data insights to merchants to better understandtheir shoppers' behavior and tailor their marketing efforts.
Adyen primarily targets large, global companies as well as, increasingly, domestic/mid-market merchants,
which the company views as the next adjacent segment to enterprise merchants. In 2017, Adyen processedtransactions for several thousand merchants across the globe and across a wide number of industries,
including retail, travel, digital services, hospitality and marketplaces. Adyen's merchant portfolio includes
Uber, Netflix, Facebook, Spotify, Etsy, Vodafone, Sephora, Tory Burch, L'Oréal and booking.com.
The success of Adyen's global payments platform is reflected in its operating and financial track record to
date. Adyen primarily earns revenue through settlement fees and processing fees charged to its merchantson a per transaction basis. In 2017, Adyen processed 3.7 billion transactions, generating €108.3 billion inprocessed volumes and €218.3 million in net revenue. Adyen's growth has been driven primarily by thesubstantial expansion of business with existing merchants in many key markets, as well as the onboardingof new merchants. During the three-year period from 2015 to 2017, Adyen's annual churn rate was less than
1% of processed volume.
The table below presents Adyen's APMs as at and for the periods indicated (see "Important Information—
Non-IFRS Financial Measures, APMs and Other Metrics " for further information as to how these APMs
have been defined).

Processed Volumes (€ billions) .........................
Number of transactions (billions) ......................
Net Revenue2 (€ millions) .................................
EBITDA2
Extraordinary Visa gain2
Adjusted EBITDA2 (€ millions) 2 ......................
Adjusted EBITDA Margin2 (%) ........................

Three months ended
31 March
2018
2017
33.2
23.4
1.2
0.8
74.4
44.5
34.1
19.6
N/A
N/A
34.1
19.6
45.8%
44.0%

- 71 -

Year ended 31 December
2017
2016
2015
108.3
66.3
32.2
3.7
2.3
0.9
218.3
158.0
98.5
99.4
123.4
43.1
N/A
56.3
N/A
99.4
67.1
43.1
45.5%
42.5%
43.8%

CAGR1
83.4%
102.8%
48.9%
51.9%
N/A
51.9%
N/A

Net income (€ millions) .....................................
Free Cash Flow2 € millions) ..............................

Three months ended
31 March
2018
2017
24.1
14.1
32.0
18.5

Year ended 31 December
2017
2016
2015
71.3
97.2
33.6
88.4
54.6
36.2

CAGR1
45.7%
56.3%

_______________
1
2

Compound annual growth rate ("CAGR") for the three years ended 31 December 2017.
See "Selected Consolidated Financial Information - Selected Non-IFRS Financial Measures and APMs."

As of 31 December 2017, the Company had 668 FTEs globally, with headquarters in Amsterdam and 14
other offices in the United States (San Francisco, New York), Latin America (Mexico City, Sao Paulo),
Asia-Pacific (Singapore, Sydney, Shanghai) and Europe (Paris, London, Manchester, Berlin, Stockholm,
Brussels and Madrid).
In 2017, Adyen obtained a banking license in Europe. By obtaining a banking license, Adyen is now able
to offer payment processing services with direct settlement of funds to its merchants' accounts from an
Adyen account instead of having to rely solely on its banking partners, the aim of which is to provide
enhanced performance and reliability.
History
Adyen was founded in 2006 by a group of entrepreneurs, including Pieter van der Does and Arnout Schuijff,
both experienced payment technology professionals who had previously worked together at Bibit, acompany that they sold to the Royal Bank of Scotland in 2004.
The payments technology at the time consisted of a patchwork of systems built on outdated infrastructure.
With the aim of helping merchants grow, the co-founders set out to build a platform capable of meeting the
rapidly evolving needs of today's fast-growing global businesses.
Adyen's founding team called the business Adyen – Surinamese for "Start over again" – and focused onbuilding a modern infrastructure directly connected to card networks and local payment methods across theworld, allowing for unified commerce and providing shopper data insights to merchants. The Adyen
platform enables merchants to accept payments in a single platform, enabling revenue growth online, on
mobile devices and with POS.
The following is a list of key milestones in Adyen's development:x

2006 - Founded by a team of payment professionals/entrepreneursx2009 - Signed first global enterprise merchant (Groupon)x

2010 - Added risk management products to the Adyen platformx

2012 - Received pan-European acquiring licensex

2012 - Opened offices in San Francisco, London and Paris, among othersx2012 - Added POS to Adyen's service offeringx

2016 - Obtained acquiring license in Brazil through a bin sponsorship.

x

2016 - Launched MarketPay offeringx

2017 - Obtained European banking licensex

2017 - Launched Checkoutx

2017 - Obtained acquiring licenses in Singapore, Hong Kong, Australia and New Zealandx

2017 - Surpassed $100 billion in processed volumes

x2018 – Launched Terminal API- 72 -Strengths
Adyen's competitive strengths are underpinned by its fully-integrated proprietary platform, which allows
Adyen to support merchant growth around the world and across channels, including through data-centric
solutions that aim to increase revenue and by developing new features and services on its single platform
alongside merchants in a co-creation process. This has made Adyen a trusted partner of many of the world's
most recognizable companies. Adyen is supported by an experienced management team that actively fosters
an entrepreneurial culture.
One single platform built for growth
The typical payments landscape has been characterized by a fragmented patchwork of providers and legacy
systems, which Adyen believes leads to an inferior shopper experience, both explained and unexplained
declined authorizations, low conversion rates and a high number of fraudulent transactions leading toadministrative costs for merchants. In this context, the Adyen team set out to fundamentally change thepayments industry by building a single, fully-integrated global platform which seeks to provide a highquality level of service to merchants.
Illustrative Traditional Value Chain

Illustrative Adyen Value Chain

Full end-to-end payments stack
Adyen's state-of-the-art platform integrates the full payments stack. The Adyen platform was built in-houseand designed to replace several blocks of the payments value chain with a single, integrated platform.
Where traditional platforms provide for separate gateway, risk management, processing and acquiring
solutions, Adyen combines all these functions into one platform. This integrated approach provides Adyenwith better intelligence into the payments flow, allowing it to provide high-quality service levels andtransparency to merchants. Furthermore, Adyen's platform leverages best-in-class technologies including
machine learning, data mining and artificial intelligence.
Adyen's full payments stack provides merchants with a holistic view of the payments flow through a single
integration and one contract, including insights into why a specific transaction is rejected by an issuer.
These insights can help to increase sales for merchants while improving the experience for shoppers,
thereby contributing to higher revenues and lower costs. This in turn helps to drive Adyen's merchantretention and acquisition. Further, the one contract approach allows for increased efficiency when it comesto the merchants' reporting and reconciliation.
Technical Superiority
Adyen's single platform also has significant benefits for Adyen in terms of ease of management, operational
efficiency, robustness and agility in quickly launching new features. The platform has been fully developed,
and is run, in-house, and all new features have been designed with the ability to scale in mind. Adyen's- 73 -

proprietary software for its platform runs on open source technology and remains largely independent ofsoftware commercially licensed from third parties.
Adyen believes that not being limited by third party software in its core operations has been a key factor
behind its ability to rapidly increase the number of transactions that the platform can process. Adyen also
believes that managing all operations in-house helps to maintain a high level of security and performance.
The end-to-end control further enables flexibility for Adyen to combine platform components in different
configurations to meet the various needs of its merchants and allow for scalability.
Delivering significant benefits for merchants
Adyen's proprietary payments stack enables Adyen to deliver high-quality service levels to its merchants,
providing them with:
A global platform with local depth
Adyen offers its merchants access to payments worldwide through one platform and a single integrationfrom the merchants' perspective. Given the proliferation and importance of local payment methods, Adyen
is focused on providing a comprehensive, global payments solution to its merchants. Through its single
platform, Adyen offers access to a large number of global card schemes (e.g. Visa, Mastercard) and local
payment methods tailored for shopper payment preference in each market, such as in Latin America (e.g.
Boleto), Asia (e.g. Alipay) and Europe (e.g. iDeal). The company also offers local acquiring on a global
scale. The use of local acquiring and payment methods generally increases authorization rates, reduces
foreign exchange rates and foreign transaction fees, lowers interchange and card network fees, and reduces
payout time per payout currency for the merchant.
Unified commerce across all channels
Adyen believes that the future of payments is 'unified commerce', meaning, more generally, the eliminationof distinctions between the channels through which a shopper interacts with a merchant and, in the case of
Adyen's current product offering, combining POS, online and mobile standardized across channels formerchants. As shoppers' purchasing journeys are becoming increasingly complex and shopper needs evolveto require ever-increasing convenience, Adyen recognizes the importance for merchants of having a unified
payments solution. This is the case for multi-channel merchants (such as, for example, retail or hospitality)
as well as single or dual-channel merchants (such as digital goods providers or grocery stores).
Traditionally, both payment service providers and merchants have been challenged with in-store andonline/mobile payments running on different technology and systems. Adyen's platform has no such
limitation, being built as a channel agnostic platform from day one. Adyen's platform provides the sameback-end payment processing and settlement infrastructure for merchants whether their shoppers makepurchases online, on their phones or in-store. Unburdened by the need to patch together disparate channelspecific systems, Adyen is able to offer merchants unified commerce solutions out of the box, which canbe tailored to their needs, are aimed to ensure that merchants are ready for future trends in commerce andare able to quickly roll out new stores and enter new markets while retaining a centralized payments
platform and holistic view of their shoppers, regardless of what channel they shop through.
Data-centric solutions to increase revenue while reducing risk
Adyen's platform aims to optimize payments, reduce fraud and provide shopper insights to merchants.
Traditional payments systems are a so-called 'black box', whereby transactions are either approved or
declined – with little insights as to why that happened, especially as payment service providers are only one
part of the value chain. In contrast, Adyen's control of the complete payments stack results in a high degreeof transparency, including as to why transactions are rejected. Adyen is able to leverage advanced
technologies and provide intelligence and insights on how to adapt formats, user interfaces, and customer
journeys to ensure the highest chance of transaction approval. Furthermore, Adyen's visibility into thepayments value chain allows the Company to gather data on shoppers' behaviors, which can then be used
to generate actionable insights for merchants on how they can best serve their shoppers and optimize theirsystems and settings to achieve higher authorization levels. This ultimately leads to a smoother experience
for the shopper without any compromise in terms of risk management and fraud detection. In sum, these
insights can serve to increase the number of successful transactions for merchants while decreasing- 74 -

complexity for their shoppers, thereby supporting higher revenues and lower costs. This in turn helps todrive Adyen's merchant retention and acquisition.
Membership to ongoing innovation
Adyen has invested heavily to provide the best-in-class payment experience for all of its merchants with astrong focus on the security, reliability, scalability and performance of each component of its platform. The
partnership between Adyen and its merchants provides merchants with access to ongoing innovation, as
Adyen continuously improves its products and has a regular software release schedule with improvements
deployed every four weeks. This frequent release schedule ensures that merchants will benefit from prompt
access to the latest developments. Adyen's aim is for any new feature development to be standardized andmade accessible to all merchants.
Most innovations are a direct result of a close collaboration between Adyen and its merchants. To regularly
improve its platform and meet its four-weekly release schedule, Adyen organizes its projects around goaloriented, cross-functional teams, called 'streams', which are comprised of individuals from the business sideand the development side of the company and built in collaboration with merchants. These 'streams' benefit
from being agile and able to quickly implement their ideas and verify them in practice, allowing for fastlaunch and iteration cycles.
Trusted partner of many of the world's most recognizable companies
From its outset, Adyen has focused on providing payments on a global scale, recognizing that merchantsneed to be able to seamlessly carry out cross-border commerce. Further, Adyen has consistently sought toprovide these merchants with best-in-class service and transparent pricing. Adyen currently serves several
thousand merchants with an offering of the most relevant payment methods, whether global or local, in
numerous currencies across six continents and across a wide-number of industries, including retail, travel,
digital services, hospitality and marketplaces. Adyen's merchant portfolio includes Uber, Netflix,
Facebook, Spotify, Etsy, Vodafone, Sephora, Tory Burch, L'Oréal and booking.com.
In relation hereto, Adyen processed 3.7 billion transactions for its merchants in 2017, translating to €108.3
billion in processed volume in 2017, as compared to €66.3 billion in 2016. Over the period from 2015 to2017, Adyen's annual churn rate was less than 1% of processed volume.
An experienced founder-led management team fostering an entrepreneurial culture
Since Adyen's inception, its management team has focused on fostering an entrepreneurial culture, at theheart of which rests a commitment to superior service for merchants and to creating benefits for all
stakeholders, as represented by the "Adyen Formula" (see "-People and Culture"). The principles embodied
in the Adyen formula include building solutions to benefit all merchants (not just one), launching new
products and solutions fast and iterating and making good choices in order to build an ethical business anddrive sustainable growth for Adyen's merchants.
Adyen believes that the "Adyen Formula" is a key driver in enabling Adyen's ability to hire and retain top
talent, to foster the Adyen culture and to have fun while changing the payments industry. Talentdevelopment, diversity, and the retention of Adyen's entrepreneurial culture are considered business
imperatives to Adyen. Adyen's founder-led management team, with years of experience in the payments
industry, has assembled a very strong core team that manages key business areas and regions. This teamincludes members who have worked together for nearly 15 years, as well as young talent, mainly trained
in-house, and is supported by finance, operations, regulatory and other functional experts and payment andtechnology leaders. Following the completion of the Offering, the management team is expected to remainin place and members of the current management team will continue to hold significant equity ownershipin Adyen.
A business that is difficult to replicate
Adyen's business is difficult to replicate given the following characteristics:
x

a single, globally integrated platform enabling a seamless and high-quality transaction experiencefor both merchants and shoppers;- 75 -

x

tech DNA and payments expertise – a "technology first" business from inception benefitting fromits speed of innovation reinforced by quick time to market with new products;

xstrong relationships with some of the world's largest and most globally connected merchants;x

a global presence that is reinforced by local expertise, partnerships with key constituencies and asuite of acquiring and regulatory licenses and regulatory know-how each built up by Adyen overthe course of the years and responsive to the various regulatory and commercial challenges in thepayments industry;x

a powerful culture attracting some of the best people in the payments industry; andxpricing transparency.

Strategy
Adyen operates in an agile manner, guided by the Adyen Formula and the ever-evolving needs ofmerchants. These principles – to help merchants grow, to change the payments landscape, and to have fun
while doing it – position Adyen as a growth partner to the merchants that it serves. Adyen aims to be at theforefront when it comes to developing new functionality as business models evolve.
Adyen believes that it is well positioned to significantly grow its business and increase scale over the
coming years, with growth opportunities mostly centered on the following three strategic pillars:
1)

Continued Focus on Enterprise Merchants

Adyen has traditionally grown its business by solving payments-related issues for global enterprisemerchants, which Adyen generally defines as large, multinational corporates. Adyen still sees significant
potential for upside in this category for the following reasons:xDeepening relationships with existing merchant base: Adyen aims to grow its business within its
existing merchant base, which includes some of the largest multinational merchants. This increaseis expected to come through a combination of sources, including (i) Adyen's merchants' organic
growth, (ii) a deepening of Adyen's product offering and (iii) an increase in Adyen's proportion oftransaction volume with its current merchants, which often is achieved through an increase ingeographies covered by Adyen with its current merchants and/or adding new channels formerchants, such as having a merchant add Adyen's POS services if it is already using Adyen for ecommerce transactions or vice-versa.

x

New merchants: Acquiring new enterprise-level merchants across different verticals andgeographies. Adyen has a dedicated sales force focused on acquiring new globally operating
enterprise-level merchants in each of the geographies and industries where it is present.

xCapitalizing on evolution in business models: As Adyen's platform is able to quickly respond tochanging merchant needs, it is well positioned to benefit from its merchants' changing businessmodels.

2)

Increasing Adyen's Unified Commerce footprint

The retail industry is rapidly evolving, with merchants realizing that their ability to connect with shoppers
across channels can have a significant impact on their businesses. Online and mobile retailers are
increasingly establishing a physical presence and brick-and-mortar retailers are increasingly pursuing an
online and mobile strategy. Increasingly, merchants aim to build various types of sales and distribution
models across sales channels.
Adyen believes it is well positioned to capitalize on this paradigm shift in retail as result of the following:x

Holistic view of payments on Adyen's single platform: Adyen's single platform has been built for
unified commerce from day one, with all transactions, regardless of channel, identified similarlyin the merchant's system. This approach allows the collection of data that can deliver unique
shopper insights and simultaneously helps to combat fraud. Adyen's back-end infrastructure for- 76 -

processing and settling payments is the same across all channels and thus provides merchants witha unified overview of all shopper transactions.
x

Uniform shopper journeys: Adyen enables merchants to offer a uniform experience across channels,
whether for shoppers in-store, online or on a mobile device. This allows merchants to markedly
improve the quality of service to their shoppers, such as through one-click payments online or ona mobile for shoppers recognized from in-store visits, improved offer targeting and facilitation ofhome delivery. As concepts such as the "endless aisle", which refers to using in-store kiosks toallow shoppers to order products which are no longer in stock or not sold in the store, enter themainstream of retail, businesses are increasingly pushed to change their approach to shopper
journeys to meet market demand and Adyen can serve the merchants' emerging needs.

xIncreased focus on POS: Adyen's POS offering, which was first offered in 2015, has grownsignificantly since launch. Adyen believes that this offering will continue to grow in the coming
years, both for current e-commerce merchants expanding to POS and POS merchants thatrecognize the benefits of Adyen's POS only or POS plus e-commerce offering. Processed volumes
coming from Adyen' POS offering have increased from €0.5 billion in 2015, to €2.6 billion in 2016
and to €8.4 billion in 2017.

3)

Additional Focus on Mid-Market Merchants

Historically, Adyen has been focused on large multinational merchants; however, Adyen believes that it iswell-positioned to also grow its business with mid-market merchants, which it views as the next adjacentsegment to enterprise merchants, as a result of the following:x

Industry-leading functionality: All merchants that use the Adyen platform gain access to the same
performance and functionality as the world's largest multinational companies. This makes Adyen's
platform attractive to both large domestic merchants and local merchants with international
ambitions.

xServing local heroes: Over the last 11 years, Adyen has established a truly global footprint, with
18 offices worldwide, which provides Adyen with the local presence, payment methods andexpertise in key markets. This allows Adyen to focus on further serving local mid-market
merchants.

x

Catering to global ambitions: Equally, Adyen's local offering combined with its integrated
payments platform allows Adyen to take local merchants global, and to do so swiftly and efficiently.
Instead of having to set up new contracts and processes for all of the markets where a merchant ispresent or intends to expand to, Adyen is able to provide a single payment solution at a global levelthat facilitates local acceptance across markets.

Financial Objectives
Adyen has set the following financial objectives, which it aims to achieve by executing its strategy:x

Net revenue growth: Adyen aims to continue the growth of Net revenue and achieve a CAGR
(compound annual growth rate) between mid-twenties and low thirties in the medium term byexecuting Adyen's sales strategy. For 2018, the Company expects Net revenue to grow at least 40%.

x

EBITDA margin: Adyen aims to improve its annual EBITDA margin, and expects such margin tobenefit from its operational leverage and increase to levels above 55% in the long-term.

xCapital expenditure: Adyen aims to maintain a sustainable capital expenditure4 level of up to 5%of Adyen's net revenue

Adyen has not defined, and does not intend to define, "medium term" or "long-term". Adyen's mediumterm and long-term financial objectives should not be read as forecasts, projections or expected results andshould not be read as indicating that Adyen is targeting such metrics for any particular year, but are merely
4

Capital expenditure consists of the line items "Purchases of plant and equipment" and "Capitalizationof intangible assets" on the consolidated statement of cash flows.

- 77 -

objectives that result from Adyen's pursuit of its strategy. Adyen's ability to meet its 2018, medium term
and long-term objectives is based upon the assumption that Adyen will be successful in executing its
strategy and, furthermore, depends on the accuracy of a number of assumptions involving factors that are
significantly or entirely beyond Adyen 's control and are subject to known and unknown risks, uncertainties
and other factors that may result in Adyen being unable to achieve these objectives.
Description of Principal Business Activities
The Adyen platform integrates the full payments stack (gateway, risk management, processing andacquiring) with a common back-end infrastructure for authorizing payments across its merchants' sales
channels as well as offering feature-rich APIs (see "Technology and Engineering" for additional
information on Adyen's infrastructure). This integrated platform allows for the delivery of products andservices on a global scale with local capabilities, directly connecting merchants to Visa, Mastercard andmany other payment methods, and across sales channels, including its merchants' online, mobile and POS
channels, while providing a high level of reliability, security, performance and data insights.
Payment Processing and Settlement Services
The key revenue-generating services that Adyen provides merchants through its platform are processing
services and settlement services. Processing services include authorization, reconciliation, risk
management, tokenization and payout services, while settlement involves underwriting the settlement riskthat arises where Adyen acts as an acquirer for a merchant.
The processing fee that Adyen receives from merchants is usually charged in the form of a fixed fee pertransaction. The settlement fee is usually charged as a percentage of the transaction value. As such, this isalso a per transaction fee. In some cases, Adyen only acts as a "gateway" and does not provide any acquiring
services, in which case Adyen earns only the processing fee.
The following graph provides an illustrative example of Adyen's acquiring markup and processing fee
within the broader value chain.

A crucial component of Adyen's processing and settlement is its direct credit and debit card acquiring andprocessing capabilities. This direct connectivity to the major card networks is a departure from payment
processors relying heavily on the technological infrastructure of legacy partners and white label- 78 -

partnerships with banks to facilitate card payments. In addition to offering credit and debit card acquiringand processing, Adyen's single platform is also connected to many local payment methods across the globe,
such as AliPay, WeChat Pay and iDeal. Adyen's local payment offering is integrated directly into the same
global unified platform as the rest of Adyen's offering, meaning that merchants can implement one solution
to provide their offerings to shoppers across sales channels and most of the world. See "Global Acquiringand Local Payment Methods" below for additional detail on Adyen's credit and debit card and local
payments offerings.
Additional products and services
Integration Tools
Adyen offers its merchants tools to integrate Adyen's processing and settling services into their various
sales channels via Adyen Checkout. Adyen Checkout functions as a front-end to Adyen's platform andcaters to online, mobile and in-store transactions.
Adyen Checkout
With Adyen Checkout, Adyen aims to have merchants benefit from conversion optimization through theuse of Adyen's most advanced features, while simultaneously offering a simplified and flexible way tointegrate.
Tool to optimize conversion
Adyen Checkout is designed with the aim to generate higher shopper conversion through built-in
personalization and localization tools, shopper preferences and risk profiles. Adyen Checkout also provides
increased transparency and traceability of shoppers in the payment flow, enabling both merchants andAdyen to make data-driven decisions to further drive conversion.
Tool for simplified, flexible integration
Adyen Checkout supports Adyen's full range of payment methods, including major card networks and key
local payment methods, as well as conversion optimization features. Adyen Checkout is targeted to be
optimized for a wide range of devices, screen sizes and software development environments. Due to its
modular design, Adyen Checkout allows the merchant to seamlessly integrate payments into their desired
shopper experience. Adyen Checkout is also distinguished by the diversity of ways in which merchants canintegrate it into their specific architectures: Adyen Checkout can be integrated with full control on an API
level, or by leveraging the software development kits ("SDKs") provided by Adyen. Merchants canintegrate Adyen Checkout, depending on the circumstances, in as quickly as one hour by leveraging one of
the SDKs, or by using the API to build a completely customized payment flow of their choosing.
Terminal API
Adyen Checkout can be used for online, mobile and in-store payments. One element of Adyen Checkout isthe terminal API (the "Terminal API"), which allows for Adyen Checkout to be integrated in-store.
Adyen provides its terminals (which are produced by a third party) directly to merchants for use out-of-thebox with Adyen's Terminal API. The Terminal API communicates directly to the terminal, as well as to
Adyen's platform, which allows for the unification of all payment processing activities. The Terminal API
provides a single integration to all payment methods, payment processing features and terminals themerchant is using via Adyen.
For merchants that only use Adyen's processing services in-store, the Terminal API can be integrated on astand-alone basis. The Terminal API is also part of Adyen Checkout, so merchants accepting payments on
multiple channels have direct access via Adyen Checkout. This reduces both complexity and integration
efforts for the merchant.
Adyen's Terminal API offers full flexibility and feature enablement, for example, its terminals are nearfield communication (NFC) enabled and support a wide range of key mobile and local payment methods,
including AliPay, WeChat Pay, Apple Pay and Google Pay.

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Marketplace Solutions ("Adyen MarketPay")
Marketplaces (such as Etsy) are a fast-growing business model, providing opportunities for their users, or"sub-merchants", which include a whole new market of small business owners and entrepreneurs on theInternet. Marketplaces are faced with unique challenges, being responsible not only for integrating
payments into their platform, but also the need to facilitate payouts of funds to their sub-merchants.
Consequently, marketplaces have a substantially higher regulatory burden, particularly in relation to KYC
and on-boarding requirements for a large number of sub-merchants.
The combination of these forces – a growing market with unique challenges in payments and regulations –led Adyen to create Adyen MarketPay in 2016. Adyen MarketPay is a global and flexible payment andpayout solution for marketplaces. This payments solution is an extension of the same full payments stack
as the Adyen platform and includes automated and secured on boarding of sub-merchants, the ability toautomatically split payments between merchant funds and sub-merchant payouts, optimized payout
facilitation, and managed compliance. As a result, Adyen MarketPay is a "one-stop-shop" solution formarketplaces to offer their services globally. Merchants are able to create flows that make sense to theirmarketplace using Adyen's set of APIs, allowing for absolute flexibility.
Through Adyen MarketPay, regulatory and compliance burdens can be alleviated to a large extent by
Adyen, which executes KYC and anti-money laundering checks in compliance with global regulatory
requirements. This aims to allow sub-merchants to concentrate on servicing their shoppers while Adyen
automates compliance and KYC-related tasks. While Adyen supports marketplaces in meeting theirregulation and compliance requirements, the primary responsibility remains with the marketplaces.
Data-enabled products
Due to Adyen's integrated platform, Adyen has visibility on payments data throughout the value chain, as
well as infrastructure that can facilitate complex, real-time data analysis on that information. Adyen's dataenabled products include three main offerings: RevenueAccelerate, RevenueProtect and Shopper Insights.
Authorization rate optimization ("RevenueAccelerate")
Due to the traditionally complex and fragmented payments landscape, payment systems have largely beena black box for merchants. Transactions were either approved or declined, without significant insight orroom for optimization. RevenueAccelerate aims to correct for these inconsistencies in the payments
ecosystem by converting wrongly refused card transactions into approvals. RevenueAccelerate is a datadriven suite of automated tools, which work in the background of each payment to increase authorization
rates and revenue.
Drawing on Adyen's direct access to card network data, RevenueAccelerate uses machine learning, data
mining and AI techniques to build intelligent logic to adapt both the format and route of each payment
request in real-time, targeting the highest chance of an approval from the issuing bank. RevenueAccelerate
has a set of features including intelligent payment routing, dynamic card validation, auto-retries and account
updater. All of these features work automatically and in tandem to provide merchants with better
authorization rates. Importantly, since the ecosystem is dynamic, with entities across the value chain
making changes and updates of their own, the entire RevenueAccelerate system automatically adjusts tochanges as they are made.
Fraud Prevention ("RevenueProtect")
As with RevenueAccelerate, Adyen's RevenueProtect product uses machine learning, data mining and AI
techniques to screen transactions for fraud. RevenueProtect performs a number of checks resulting in a total
score for every transaction, which gives an indication of the likelihood of the transaction being fraudulent.
Unlike other fraud prevention systems, Adyen's merchants can configure scoring rules themselves, offeringboth the benefits of automation and data-driven logic, with the transparency and control that merchants
expect. Further, for merchants working in industries that prefer manual review processes, Adyen offers arobust set of manual review interfaces and outsourcing services to assist in this regard.
Central to RevenueProtect is Adyen's "ShopperDNA", which is a proprietary transaction-linking algorithm.
ShopperDNA works in real-time to create a holistic view of related transactions across a merchant's entire
history. This allows Adyen to identify fraudsters even as they change devices, identities and payment
methods, as well as track loyalty and reduce false positives on valid shoppers who might, for example, use- 80 -

a new credit card but which the system flags as potentially fraudulent. ShopperDNA, together with
RevenueProtect's risk-profiling technology, is aimed at allowing merchants to prevent fraud rates fromgrowing as they grow their business, while reducing operational overhead and reducing aggregate fraud
rates.
Shopper Insights
In addition to authorization rate optimization and fraud prevention, Adyen offers data-driven reporting
mechanisms. This is primarily done in three ways: via Adyen's customer area (i.e. the user interface for
Adyen's merchants), Adyen's reporting service and through general "data enablement" in the payment
responses Adyen's merchants receive via APIs.
Adyen's customer area provides an interface in which merchants can analyze their payments and shopper
data. Ranging from top-level fraud and authorization rate reports, to management reporting for a merchant's
fleet of Adyen terminals, to shopper and geographic insights, Adyen provides 'out-of-the-box' insights tools
for merchants.
Banking Products
In April 2017, Adyen obtained a banking license in Europe. The primary driver of obtaining the license
was to further strengthen Adyen's core payments offering. Previously (while still leveraging a unified fullstack system) Adyen was fully reliant on third-party banks to facilitate the payout of funds to merchants.
By obtaining a banking license, Adyen is now able to offer payment processing services with direct
settlement of funds from an Adyen account to its merchants' accounts, the aim of which is to provide
enhanced performance and reliability. Obtaining a banking license has also provided Adyen with a morestructured regulatory environment in line with the DNB and ECB standards.
Going forward, in order to support its provision of payment processing services to merchants, Adyen also
intends to use its banking license to offer to its merchants' multi-currency bank accounts held with Adyen.
This service will only be offered in combination with Adyen's payment processing service with theobjective of improving the settlement flow to merchants.
Adyen also intends to use its banking license to offer its merchants a pre-financing service, which it refers
to as "Sales Day Payout". This involves Adyen crediting merchant bank accounts in respect of paymenttransactions that are approved but not yet settled through the relevant card network or acquirer, with theobjective of simplified reconciliation or speeding up payout timelines for merchants.
Adyen expects to begin offering bank accounts and pre-financing over the course of 2018.
Global Acquiring and Local Payment Methods
Adyen has the required technical capabilities, infrastructure, acquiring licenses and direct network
connections to global card schemes to accept a wide range of payment instruments. For merchants, Adyen's
proposition is attractive as it regularly keeps its platform up-to-date with the latest card network
specifications and local processing rules on a global scale. In addition to the provided functionality, Adyen's
transparent pricing model is equally attractive to merchants, as described below.
Acquiring licenses
Acquirers, including Adyen, hold licenses from the card networks, such as Visa and Mastercard, whichallows acquirers to underwrite merchants in order for the merchants to be able to accept payments via thecard networks and also allows acquirers to settle funds to the merchant via the acquirers' processing
platform. Acquirers are financially liable to the card networks for the settlement risk when merchants
default and are unable to provide their products or services to the shopper.
Acquiring licenses allow Adyen to process payments domestically in all key markets, generally leading tohigher authorization performance and lower processing costs. Additionally, local acquiring licenses canlead to faster merchant payouts. Lastly, local acquiring generally results in lower interchange costs and card
network fees, which directly benefits the merchant in Adyen's transparent "cost-plus" pricing model, where
Adyen's settlement fee is composed of interchange costs and card network fees that Adyen is charged plus
a margin agreed with the merchant.

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Adyen has gradually obtained an increasing number of acquiring licenses from card networks, which are
the principal means through which it is able to provide its platform to merchants. Adyen's global acquiring
capabilities cover, among others, the United States, Brazil, Australia, New Zealand, Hong Kong, Singapore
and Europe.
Adyen primarily utilizes two types of acquiring:x

Full acquiring license: Adyen performs the full acquiring process and takes full financial
responsibility for chargebacks where the merchant is unable to pay. As of the date of thisProspectus, Adyen holds full acquiring licenses in Europe, Australia, New Zealand, Singapore andHong Kong.

x'Bin sponsor' license: In some markets, Adyen is unable to obtain a direct license from the card
networks and instead 'rents' the license held by a local acquiring bank by paying a fee to the local
acquiring bank. In this model Adyen still controls the full technical stack for payment processing
and takes full financial responsibility for chargebacks where the merchant is unable to pay. As ofthe date of this Prospectus, Adyen holds bin sponsorship licenses in the United States, Brazil andCanada.

In addition, in order to manage related chargeback risks, Adyen provides only gateway services in relation
to certain merchants, based on a risk assessment, that sell goods or services well in advance of the date of
their delivery or use. In such cases, Adyen instead partners with both a local processor and acquirer. Adyen
is typically not in the funds flow between the card network and the merchant where it only provides gateway
services and therefore does not have financial responsibility for chargebacks if the merchant is unable topay. See also "Risk Factors - Merchant defaults could potentially lead to financial losses for the Company
due to chargebacks and refunds."
Supporting local payment methods
For merchants in the process of expanding globally, or for merchants that have already expanded globally,
providing the payment method of choice for shoppers in each market can have a significant impact on sales
volume, as cards are not necessarily the preferred payment method of choice in many key local markets.
This is particularly true for markets such as Latin America (e.g. Boleto), Asia (e.g. Alipay) and Europe (e.g.
iDeal). In addition for point-of-sale, a shopper can choose to pay with local payments such as AliPay or
WeChat Pay via a QR code that is displayed on the POS terminal and the shopper using their AliPay or
WeChat Pay application on their mobile device to scan this code and make the payment.
In these markets, Adyen helps merchants reach more shoppers by offering their preferred payment methods.
Crucially, Adyen's platform requires only one integration from the merchant to start accepting any and allof the payment methods above and to simultaneously benefit from one set of consolidated reporting.
This one integration also means that new regulations that aim to make account-to-account based payment
methods more competitive with the card networks, such as PSD2, provide an opportunity for Adyen, as
Adyen's platform allows merchants to accept the full range of payment methods and Adyen can provide
solutions.
Merchant BaseAdyen's merchant base is growing in three principal ways, namely by obtaining a higher proportion oftransaction volumes from its existing merchants, on-boarding new merchants and expanding its productoffering for existing and new merchants.
Adyen has traditionally grown by focusing on facilitating payments for globally operating enterprise-level
merchants. As of the date of this Prospectus, enterprise-level merchants still form the majority of the Adyenmerchant base. In 2012, Adyen began rolling out its POS solution, with some early success in the form ofindustry-leading brands boarding onto the Adyen platform, such as a luxury retailer, which has seen its
previous patchwork of providers spread across more than 15 platforms and 30 contracts reduced to Adyen's
single unified commerce platform and single contract.
With a large number of global enterprise-level merchants now boarded onto the Adyen platform, Adyen is
beginning to focus on mid-market merchants around the world, which it views as the next adjacent segment.

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Additionally, Adyen's platform is well-adapted for emerging business models, illustrated by its success inproviding payment services to Silicon Valley-based internet companies.
Adyen operates across industries – most notably in retail, travel, digital services, hospitality andmarketplaces. For the year ended 31 December 2017, as measured by net revenue, Adyen's top 10
merchants represent 33% of net revenue and its top 120 merchants represent 69% of net revenue.
Measured by processed volumes, Adyen's top 10 merchants represent 39% of processed volumes andits top 120 merchants represent 83% of processed volumes. Adyen had 3,401 merchants billed in
December 2017 (with 478 representing more than €1 million each in processed volume per month
during the full year ended 31 December 2017), as compared to 4,510 billed in December 2016 (with336 representing more than €1 million each in processed volume per month during the full year ended
31 December 2016) and 4,649 billed in December 2015 (with 225 representing more than €1 million
each in processed volume per month during the full year ended 31 December 2015). Adyen's processedvolumes have grown as the result of both growing volumes with existing merchants and adding new
merchants. Adyen regularly monitors its merchant base and removes inactive mercha nts from theplatform, which has led in recent years to a decline in the total number of merchants served but an
improvement in the quality and sustainability of the merchant base and high growth in the number ofmerchants providing high volumes.
Partnerships
Adyen's main partnerships are with its acquiring and local payment partners, as described above in "Global
Acquiring and Local Payment Methods". Other significant partnerships include its banks, the POS terminals
provider that produces the terminals that Adyen provides to merchants using Adyen's POS solution, as wellas warehouse and logistics service providers for the shipment and storage of these terminals.
Technology and Engineering
Adyen's development team began building the Adyen platform from the ground up twelve years ago anddesigned it to provide a best-in-class payment experience for its merchants with a strong focus onscalability, security and performance of each component of its platform.
Adyen's platform allows merchants to accept payments through all channels in a secure, efficient andflexible manner. By offering a single, quick integration without compromising on features, merchants canconcentrate on growing their business rather than managing separate payment solutions for different
channels.
Key Benefits of Adyen's Payments Infrastructure1) Cost-efficient, scalable architecture: Adyen's platform was designed with scalability in mind. One of theexamples of this is the fact that transactions can be processed over multiple independent servers – resulting
in linear scalability of the platform. Due to this design, Adyen has been able to rapidly scale up in a very
cost-efficient manner in the past and will be able to deal with growing volume in the future.
The platform has been entirely built in-house and to date remains largely independent from commercial
third-party software providers, resulting in increased security and ease of maintenance. These benefits arefurther amplified by the modular architecture of the Adyen platform, which provides a high degree of
flexibility for Adyen to select and further develop the best technology for individual parts of its service.
2) High resilience and low latency: Adyen leases server space in six data centers around the world (see "–Property Plant and Equipment") with high-performance servers, storage and computer networking
capabilities, located across multiple continents and deployed in an "active-active" setup, which means thatduring normal processing, a payment request can be handled over Adyen's private network by the servers
closest to the merchant and/or shopper, resulting in faster processing times. At the same time, transactions
can be easily re-routed to another data center in the case of an outage of one of the data centers. This data
center set-up reduces the platform's dependency on any single data center and mitigates against network,
energy and natural disaster risks. All data centers pass annual comprehensive evaluations for physicalaccess control, security monitoring and resilience.
3) Reconciliation capabilities: At the core of Adyen's payment platform is a double-entry accounting
system, which accounts for all financial events (such as payments) and ensures that both credit and debit- 83 -

sides of bookings are balanced. Using double-entry bookkeeping, Adyen is able to obtain a high degree ofautomated reconciliation capabilities, benefiting both Adyen's and its merchants reporting capabilities.
4) Security, system monitoring and alerting: Adyen prioritizes security throughout its platform, operations
and organization. Adyen makes conscious architectural, design and implementation choices to structurally
address security risks. Adyen's staff is trained and is engaged in the ongoing security of the platform andfor new developments. The platform continuously monitors activity, and anomalous data (also known as"exception data") is analyzed for indicators of unauthorized activity. Furthermore, Adyen's platform iscompliant with Payment Card Industry Data Security Standards (PCI DSS) and other relevant PCI
standards.
Technology Strategy
1) Merchant-driven innovation
Adyen aims to develop generic functionality that will benefit all of its merchants. The source for mostinnovation generally comes from leading businesses in their respective industries, which Adyen thendevelops platform-wide, thereby providing advantages for all merchants on the Adyen platform.
2) "Streams" - Collaboration between developers and commercial teams
To continuously improve its platform, Adyen organizes its projects around goal-oriented, cross-functional
teams, called "streams". These are comprised of individuals from the business organization (productspecialists and functional experts in areas such as finance, compliance etc.) and the development
organization (front-end and back-end developers).
This setup ensures that developers and product specialists collaborate closely on new product developments
as well as on performance optimization, aiming to create the highest quality output for both Adyen and its
merchants. The success of the streams is made possible by Adyen's autonomous culture that values abottom-up approach, teamwork and the ability to communicate effectively and directly across teams.
3) Launch fast and iterate
Adyen continuously improves its products and has a regular software release schedule with improvements
deployed, typically on a four-weekly basis (whereas the industry norm is to release only a few times a year).
This frequent release schedule aims to ensure that merchants will benefit from immediate access to thelatest developments.
Adyen has developed full testing capabilities with continuous integration, with advanced testing features
including the in-house 3D-printed, POS test robots, which are used to remotely test the roll-out of new
software on Adyen's POS terminals.
4) Investing in technology talent
Adyen has invested extensively in its technology talent. As of 31 December 2017, Adyen had 34% of its
employees in engineering and technology related roles, as compared to 33% in each of 2016 and 2015. The
development teams often engage directly with merchants, supporting the commercial teams to improve themerchant's payments experience and implement/drive new product innovations, as described above under'Streams'.
5) Drive data capabilities through machine learning, data mining and AI
Adyen places a strong emphasis on machine learning, data mining and AI throughout the platform to
improve the functionality and configuration of its core services. Aiming to maximize the authorization rates
for merchants while minimizing the risk of fraudulent transactions, Adyen has developed a suite of data
products to meet these needs (see "Products and Services – Data-enabled Products").
A key characteristic of the payments landscape is that it is dynamic – both fraudsters and industry players
change their methods continuously and Adyen's data-driven approach allows it to react quickly to changes
in the industry.

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6) Invest in Research & Development
The scale at which Adyen operates, combined with the data-centric nature of its platform features, provides
some unique computer science challenges that are not easily solved using textbook approaches. Adyen
invests in building frameworks to solve these challenges when solutions are not readily available or do not
fit the requirements. Adyen works closely with the open-source community on various topics,
enhancements and new tools especially around databases.
Adyen also does research with computer science departments of multiple universities. During 2017, there
were more than 50 students working in Adyen's Student Program that sees university students participate
in project-specific internships and projects at Adyen's offices, which has in the past proved to be a valuable
source of talent for Adyen.
People, Culture and Values
Adyen is a business built for people. Its company culture attracts individuals who take initiative and whoare dedicated to the organization's rapid growth. Adyen believes its employees can reach their full potential
when given the freedom, responsibility and opportunity to push the boundaries of innovation. Adyen
believes in people creating their own path while also supporting its employees by investing in them throughencouraging (international) assignments and/or exchanges, training opportunities and global development
events.
Adyen's informal work culture is focused on teamwork, without egos or hierarchy. Employees areencouraged to act transparently and speak directly, with the openness for feedback and the ability for eachto design their own growth path. The "Adyen Formula" serves as a uniting force that provides guidance toall employees on working together, decision-making and building the future of the company, as follows:x

We build to benefit all merchants (not just one);x

We make good choices to build an ethical business and drive sustainable growth for our merchants;x

We launch fast and iterate;x

Winning is more important than ego; we work as a team - across cultures and time zones;x

We don't hide behind email, instead we pick up the phone;x

We talk straight without being rude;x

We include different people to sharpen our ideas; andx

We create our own path and won't be slowed down by "stewards".

One way in which Adyen maintains its culture is by ensuring that every potential new hire meets with atleast one board member before being hired. Adyen has hired approximately one in 67 applicants in 2017.
As of 31 December 2017, Adyen had 668 FTEs (not including contractors), as compared to 464 and 338 in2016 and 2015, respectively. As of 31 December 2017, 39% of Adyen's FTEs were in engineering andtechnology related roles and 41% were in commercial roles. Over the course of 2016 and 2017, Adyen had
less than 2% in regretted losses, defined as a person that left Adyen during the period which Adyenconsidered as either essential to its daily operational success or a key talent with ambition and ability to
grow. As of 31 December 2017, the average age of Adyen's employees was 32 years old, representing over
50 nationalities and with a split of 72% male employees and 28% female employees. In 2017, the total
number of leavers represented approximately 14% of the total number of Adyen employees (average
headcount in 2017), whereas leavers in the (critical) technical departments accounted for less than 5% of
the total workforce (average headcount in 2017).
Sales and Marketing
As Adyen has expanded beyond its core merchant base of large enterprise merchants and targeted newgeographic markets, such as Brazil, it has invested more significantly in marketing, primarily to build higher
brand awareness and drive adoption/conversion rates through increased online and mobile advertising- 85 -

(primarily social media) and offline advertising (display advertising). In the first quarter of 2018, Adyen
launched an international brand building campaign, entitled 'Business. Not Boundaries', with online, mobile
and offline campaigns primarily targeting US merchants. This campaign was subsequently rolled out in
Europe, Latin America and the Asia-Pacific region. Adyen also sponsors leading industry events (e.g.
NOAH), and its management makes increasingly regular appearances at events across industries, including
retail and technology (e.g. NRF, ShopTalk, TechCrunch Disrupt).
Adyen firmly believes in the importance of being a partner to its merchants, which is made possible byclose cooperation between merchants and Adyen's account management, sales and other commercial teams,
allowing Adyen to react quickly to merchant needs and fostering collaboration on future productinnovation. Therefore, despite the increased importance of marketing, Adyen still considers its accountmanagement, sales and other commercial teams as the main driver for the future success of its merchantacquisition and retention strategy. Over the last three years, Adyen has significantly invested in its accountmanagement, sales and other commercial teams to grow them to 274 FTEs, which combined accounted for
41% of total employees as of 31 December 2017. Adyen had over 130 sales managers, over 80 accountmanagers, over 40 marketing employees and over 15 partnership managers as of 31 December 2017.
Adyen's merchant satisfaction is demonstrated by high net promoter and customer satisfaction scores andan increase in resolved support tickets per day in each of 2016 and 2017, and has scalable operations, which
is for instance reflected in a relative decline of tickets compared to processed volume. Adyen estimates thatfor Account Managed merchants the average time to resolve tickets is 4 hours and over the entire portfolio
the average resolution time is 12 hours.
Intellectual Property Rights
Substantially all of Adyen's material intellectual property is developed in-house. The protection of suchintellectual property, including Adyen's platforms, trademarks, patents, copyrights, domain names, tradedress (the visual appearance of a product or its packaging that signify the source of the product toconsumers), and trade secrets, is important to the success of Adyen's business. Adyen seeks to protect its
intellectual property rights by relying on applicable laws and regulations in the countries where it is active,
as well as EU and international regulations and a variety of administrative procedures. Adyen also relies
on contractual restrictions to protect its proprietary rights when offering or procuring products and services,
including confidentiality, IP rights and invention assignment arrangements entered into with its employees,
partners and contractors.
Property, Plant and Equipment
As of the date of this Prospectus, Adyen has 18 offices located in 14 countries around the world.
Adyen's corporate headquarters is in Amsterdam, the Netherlands. The following table provides an
overview of Adyen's material leased and owned office spaces as at the date of this Prospectus.
Location

Size

Amsterdam, the Netherlands (corporate headquarters) .....................
Amsterdam, the Netherlands (additional office space) ......................
San Francisco, United States .............................................................
*

3,475 m2*
4,111 m2
1,829 m2

Owned/leased
LeasedLeasedLeasedSee also "Operating and Financial Review - Significant Factors Affecting Adyen's Results of Operations – Recent Developments"

Adyen's other office locations (all leased) are Berlin (Germany), Brussels (Belgium), London (United
Kingdom), Madrid (Spain), Manchester (United Kingdom), Melbourne (Australia) Mexico City (Mexico),
Mumbai (India), New York (United States), Paris (France), São Paulo (Brazil), Shanghai (China),
Singapore (Singapore), Stockholm (Sweden), Sydney (Australia).
As of the date of this Prospectus, Adyen leases six data centers around the world (two in the US, two inAustralia and two in the Netherlands). Adyen also has signed leases for four additional data centers (two in
Singapore and two in the Netherlands) that remain under construction as of the date of this Prospectus.
Insurance Coverage
Adyen holds a number of insurance policies, including general liability insurance, workers compensation
insurance, cyber liability insurance and directors and officers' liability insurance. Adyen believes that its
insurance coverage, including the maximum coverage amounts and terms and conditions of the insurance- 86 -

policies, is appropriate. Adyen cannot, however, guarantee that it will not incur any losses or be the subjectof claims that exceed the scope of the relevant insurance coverage or that its insurers would not dispute
coverage due to any non-compliance with policy conditions.
Legal and Administrative Proceedings
In the past, Adyen has occasionally been involved in litigation matters arising in the ordinary course ofbusiness. Adyen is not currently, nor during the 12 months preceding the date of this Prospectus has it been,
involved in any governmental, legal or arbitration proceedings (including any such proceedings that are
pending or threatened of which Adyen is aware) that may have, or have had, significant effects on Adyen's
financial position or profitability. For information on risks related to litigation, see "Risk Factors—Adyen
is subject to general litigation, regulatory disputes, and government inquiries" and "Risk Factors—Adyen
is subject to patent litigation".
Corporate Structure
As of the date of the Prospectus, Adyen B.V. is a private limited liability company (besloten vennootschap
met beperkte aansprakelijkheid) incorporated under the laws of and domiciled in the Netherlands anddirectly and indirectly holds 20 legal entities. Adyen B.V. will be converted into a public company withlimited liability (naamloze vennootschap) named Adyen N.V. shortly after determination of the Offer Priceper Offer Share and prior to settlement.
The figure below provides the structure of the Adyen Group.

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Material contracts
In addition to the agreements referred to in "Operating and Financial Review—Liquidity and Capital
Resources" and "Selling Shareholder and Related Party Transactions—Related Party Transactions—Shareholders' Agreement" and "Plan of Distribution", the following are agreements (other than theagreements entered into in the ordinary course of business), that have been entered into by the Company or
any of its subsidiaries within the two years immediately preceding the date of this Prospectus, which arematerial or which have been entered into by the Company or any of its subsidiaries at any other time andwhich contain provisions under which the Company or any of its subsidiaries has an obligation orentitlement that is material to the Group as of the date of this Prospectus.
Warrant Agreement
As part of a commercial agreement entered into by and between Adyen and a merchant (the "Holder"),
Adyen, on 31 January 2018, issued a warrant to the Holder. The Holder is entitled to acquire a fixed numberof Shares in a series of four tranches (each a "Tranche") for cash, at a specified price per Share upon theterms and conditions set forth in the warrant agreement (the "Warrant").
The ability of the Holder to exercise the Warrant in respect of a specific Tranche is linked to meeting
significant milestones with respect to processed volume on a calendar year basis. If and when the relevant
milestone is reached, the Warrant becomes exercisable in respect of the corresponding Tranche of Sharesup until the Warrant expiration date of 31 January 2025. The maximum number of Tranches that can vest
in one calendar year is two.
Pursuant to the Warrant, under each Tranche, the Holder has the right to acquire such number of Shares(the "Warrant Shares") as is equal to 1.25% of the Company's fully diluted issued and outstanding sharecapital as at 31 January 2018 (including dilution from all Warrant Shares). Also see "Description of Share
Capital — Shares and Share Capital – Outstanding Rights to acquire or subscribe for Shares". The exercise
price per Share in relation to the first two Tranches under the Warrant should be equal to the Offer Price,and the exercise price per Share in relation to the final two Tranches should be equal to the closing priceper Share reported on Euronext Amsterdam on the date on which the milestone for the second Tranche isachieved.
The Warrant contains customary anti-dilution provisions as well as provisions providing for the treatmentof the Warrant upon a merger or acquisition of the Company into or by another person or entity (including
the acquisition by a single party (or concert of parties) holding a majority of the Company's then total
outstanding combined voting power). Upon the acquisition of the Company by a non-strategic acquirer
between 2018 and 2021, the Holder would be allowed to exercise all or certain of the unvested Tranches
and all unexercised vested Tranches in a decreasing scale per year. Upon the acquisition of the Company
by a limited number of strategic acquirers, the Holder would be allowed to immediately exercise all
Tranches. For any acquisition of the Company in or after 2022, the Holder would only be allowed toexercise the Tranches for which the relevant milestone has been reached
Adyen considers this agreement to be of an exceptional nature and does not, as of the date of this Prospectus,
expect to conclude similar agreements in the short term.

- 88 -RISK MANAGEMENT
Adyen recognizes that risks are associated with achieving its strategy and business objectives. Managing
these risks is an essential part of doing business. The Management Board has therefore adopted a uniform
and systematic approach for managing risks across the Company. This approach allows for risks to becompared and aggregated in a portfolio approach to risk management. Adyen's risk management framework
is described in more detail in the remainder of this section. The description below does not purport to givea complete overview of all risk management measures taken by Adyen. See also "Risk Factors" for an
overview and description of the principal risks and uncertainties to which Adyen is exposed.
Risk management framework
Adyen's integral risk management framework (the "Integral Risk Management Framework") was
originally based on the Enterprise Risk Management – Integrated Framework as issued by the Committeeof Sponsoring Organizations of the Treadway Commission ("COSO") in 2004. In June 2017 COSO
updated its framework to address the evolution of enterprise risk management. The updated framework istitled Enterprise Risk Management – Integrating with Strategy and Performance ("ERM"). It highlights theimportance of considering risk in both the strategy-setting process and in driving performance. Adyen has
reviewed the updated ERM and where needed adapted its Integral Risk Management Framework.
The Integral Risk Management Framework structures the risk management activities within Adyen with aview of identifying, assessing, managing, monitoring and reporting risks in a uniform manner.
The essential elements of Adyen's Integral Risk Management Framework are:x

Governance and culture – Governance sets the tone, reinforcing the importance of, andestablishing oversight responsibilities for, risk management. Culture pertains to ethical values,
desired behaviors, and understanding of risk;xStrategy and objective setting – Risk management, strategy and objective-setting work together inthe strategic-planning process. The Company's risk appetite is established and aligned with its
strategy. Operational objectives put strategy into practice while serving as a basis for identifying,assessing, and responding to risk;x

Performance – Risks that may impact the achievement of strategic and operational objectives need
to be identified, assessed and managed. The Management Board is responsible for designing,
implementing and operating internal control measures that mitigate the identified risks. Adyen uses
COSO's Internal Control - Integrated Framework as a reference for its design, implementation andevaluation of control activities as part of a system of internal control;x

Review and revision – By reviewing performance, Adyen evaluates how well the risk management
components are functioning over time and in light of substantial changes to both Adyen's internaland external environment (which may impact the performance of Adyen compared to its strategy
and/or operational plans), what revisions are needed. The Management Board is responsible foroverseeing both the effectiveness of, and compliance with, risk management systems and controls,
and taking prompt action to address any deficiencies; andx

Information, communication and reporting – Risk management requires a continual process ofobtaining and sharing necessary information, from both internal and external sources, whereby itis intended that such information does not only go upstream or downstream within Adyen'sorganization, but also across Adyen's various work streams and functional teams.

Risk governance
Adyen's governance sets the tone, reinforces the importance of, and establishes oversight responsibilities
for, risk management. Adyen has a two-tier board: the Supervisory Board and Management Board. The
Supervisory Board provides oversight of the strategy and supports the Management Board in achieving its
strategic and business objectives, whereas the Management Board is responsible for overseeing both theeffectiveness of, and compliance with, risk management systems and controls, and taking prompt action toaddress any deficiencies. Risk management is assigned to the Chief Strategy and Risk Officer ("CSRO").

- 89 -

The CSRO ensures that the Management Board effectively considers the risk appetite in its decision making
to prevent excessive risk-taking.
Shareholders

Supe rvisory Board
Supervisory
Board
MemberAudit
Committee

IAD

CEO

CSRO

Disclosure
Committee

Risk
Committee

Supervisory
Board
MemberSupervisory
Board
MemberNominatio n & Remun eration
Committee

CFO

Merchant Credit
Risk Committee

Compliance
Committee

Corporate Risk

Group FinanceComp liance &Regulatory affairs

Operational Finance

Legal

Security: Supervisory Board and related committee: Teams: Hierarchical reporting line
: Functional reporting line

: Ma nage ment Board and related committees

Figure 5: Risk Goverance Structure

The Management Board has instituted three committees to support it with its risk management oversight:
the Compliance Committee, the Merchant Credit Risk Committee and the Risk Committee. The
Compliance Committee monitors Adyen's integrity and (regulatory) compliance risks, the Merchant Credit
Risk Committee monitors the merchant potential liability ("MPL") exposures and the Risk Committeemonitors the overall risk profile. The Supervisory Board has delegated some of its oversight tasks to the
Audit Committee and Nomination & Remuneration Committee of the Supervisory Board. The Management
Board has also instituted a Disclosure Committee, which among others things, is responsible for reviewing
Adyen's financial information for compliance with legal and regulatory requirements prior to external
publication. The organizational chart above sets out Adyen's risk governance.
In line with the EBA Guidelines on Internal Governance (that apply from 30 June 2018), Adyen has adopted
the three-lines-of-defense model, which reflects the segregation between operations (first line
management), the risk management and compliance functions (second line), and the independent internal
audit function (third line). The first line management implements, executes and monitors the control
activities to manage performance and the risks taken to achieve the Company's objectives. The second line
risk and compliance functions provide guidance on risk management requirements, and independently
evaluate adherence to defined standards. Adyen's director for corporate risk, its head of compliance andregulatory affairs, and its general legal counsel report to the CSRO and have direct access to the other board
members if needed. The third line internal audit function provides independent assurance on theeffectiveness of risk management, including control activities, by performing audits, identifying issues andopportunities for improvement, making recommendations, and keeping the Supervisory Board andManagement Board up-to-date on matters requiring resolution. The head of internal audit reports directly
to the chairman of the Audit Committee.
Risk appetite
Risk appetite is the amount of risk the Management Board is willing to accept in pursuit of its objectives.
It defines the level of risk at which appropriate actions are needed to reduce risk to a level that Adyen iswilling to accept. Adyen's risk appetite is not static and may change over time in line with changing- 90 -

capabilities for managing risk. Furthermore, Adyen does not consider the process of developing strategy
and risk appetite to be linear, with one always preceding the other. Adyen develops strategy and risk appetite
in parallel, where each is refined throughout the strategy-setting process. Changes in strategy and objectives
and willingness to assume risks result in an updated risk appetite, which is ultimately bound by the risk
capacity.
The Management Board has translated its view of the risk appetite into risk appetite statements forcommunication to various Adyen stakeholders ("Risk Appetite Statements"). The Risk Appetite
Statements set the overall tone for the Management Board's approach to risk taking. The Risk Appetite
Statements link Adyen's strategy to the material risks under both normal and stressed market andmacroeconomic conditions and express the Management Board's desired level of exposure to various risk
categories in qualitative and quantitative terms. In addition to qualitative measures, complementary
quantitative measures are expressed in appropriate metrics (e.g. capital or liquidity ratios). The Risk
Appetite Statements are reviewed and approved by the Management Board and Supervisory Board at least
annually, or more often if required.
Risk capacity
Risk capacity is the maximum level of risk Adyen can assume given its current level of resources before
breaching constraints determined by capital and liquidity needs, its operational environment and otherobligations. Adyen's financial (capital) buffers, liquidity of assets and borrowing capacity on capital
markets therefore are the most important factors when determining its risk capacity. When determining therisk appetite, the Management Board takes the risk capacity into consideration, as the risk appetite should
not exceed the risk capacity.
Risk limits
Although the Management Board has diligently assessed the risks and implemented effective mitigating
measures against them, there is always the risk of unforeseen events. To protect Adyen of solvency, theManagement Board has defined risk limits for the impact that such unforeseen risk events may ultimately
have on Adyen's financial results. Risk limits are quantitative measures based on forward-looking
assumptions that allocate Adyen's Risk Appetite Statements to specific risk types, legal entities, services,and financial instruments.
The risk limits are set at a level to constrain risk-taking within the risk appetite, taking into account theinterests of merchants and shareholders as well as regulatory requirements. The risk limits have specificindicators and triggers to provide effective early warning alerts, which enable effective monitoring of risk
exposures.
Risk profile
The risk profile is the point-in-time assessment of Adyen's gross and net risk exposures aggregated within
and across each relevant risk type based on forward-looking assumptions. The risk appetite is a main driverin determining the appropriate management information systems and measurement techniques to capture
and monitor Adyen's risk profile.
Stress testing
Stress testing is used to understand the impact of stress events on Adyen's overall risk profile and is basedon exceptional but plausible events with an adequate degree of severity. Stress testing is used to (i) evaluate
the reliability of Adyen's capital plans under stressed conditions to ensure that the plans will meet applicable
capital requirements and (ii) the reliability of Adyen's liquidity plans to ensure that the plans will meet
liabilities as they fall due under stress conditions. Stress testing is performed in accordance with EBA
guidelines on stress testing. Adyen's corporate risk team validates the stress tests to enable the Risk
Committee to review the effectiveness, robustness and determine the follow up actions. The results fromstress tests (e.g. implied losses, capital and liquidity requirements, available capital and liquidity) are also
used as an input for fine-tuning Adyen's risk appetite, risk capacity and risk limits as a feedback mechanism.
Event identification and risk assessment
The Management Board performs at least annually a top-down Group-wide risk assessment, which includes
the identification, prioritization, measurement and categorization of key risks that could potentially affect- 91 -

Adyen's strategy and business objectives. Its purpose is to assess how big the risks are, both individuallyand collectively, in order to focus attention on the most important threats and opportunities. Based on EBA
guidelines, the key risks are categorized as follows:x

Strategic and business risk;xOperational risk;x

Financial risk, including:x

Credit risk;xMarket risk;xLiquidity and funding risk.

Reputation risk is not categorized separately as Adyen considers it a risk that can arise from all other risk
categories. For a more detailed description of the risks as identified and assessed by the Management Board,
see "Risk Factors".
Assignment of responsibilities for key risk responses
The Management Board has assigned the Company's risks to risk owners. Given Adyen's business modeland organizational structure, key risks are managed at Group level. The appointed person for each risk("risk owners") examines the response options, and if needed, performs cost-benefit analyses. The effectsof alternative risk responses are evaluated before it is decided how the risk is to be managed, with theselection of a response or combination of responses designed to bring the likelihood and impact of thepotential risk within the risk appetite. The applicable risk owners identify the risk mitigating measures(control activities) that have been designed, implemented and executed and evaluate the effectiveness ofthe control activities to determine the residual risk.
Control activities
Control activities are the policies and procedures that help ensure that the risk responses are carried out and
Adyen's objectives are achieved. The design, implementation and operating of the control activities are theresponsibility of the Management Board and team managers. Adyen uses COSO's Internal Control –Integrated Framework as a reference for its design, implementation and evaluation of control activities aspart of a system of internal control. COSO defines internal control as a process designed to provide
reasonable assurance (as opposed to absolute assurance) regarding the achievement of objectives relating
to operations, reporting and compliance. An effective system of internal control demands more thanrigorous adherence to policies and procedures; rather, it requires the use of judgment. The Management
Board uses judgment to determine how much control suffices on a case-by-case basis. Team managers andemployees use judgment every day to select, develop, and deploy control activities across the company.
The Management Board, Adyen's functional team managers and internal auditors apply judgment as they
monitor and assess the effectiveness of the system of internal control.
The entity-level controls regarding the Management Board's operating style, integrity, employeecompetencies, delegation of authority and responsibility, and employee development define the Adyen
control environment and play an essential role in the effectiveness of the control activities. Different people
are assigned with the responsibility of authorizing transactions, recording transactions and maintaining
custody of assets to reduce the opportunities to allow any person to be in a position to both perpetrate andconceal errors or fraud in the normal course of their duties. The necessary division between functions andhow this is reflected within processes is laid down in process descriptions and organization charts.
Adyen's governance, risk management and compliance are established through principle-based policies andprocedures that give direction to activities in accordance with Adyen's objectives. The policies addressing
the integrity risks are documented in the Compliance Handbook, which is communicated, and remains
available, to all Adyen employees via an internal web based tool, town hall sessions and classroom training.
The Compliance Handbook is applicable to all employees of Adyen worldwide and as such ensures aconsistent compliance approach by the entire organization. Adyen's processes and control activities aredesigned to ensure compliance with relevant laws and regulations, based on the Compliance Handbook.

- 92 -

Adyen's capital and liquidity risk management policies set the limits on the risks Adyen can take in relation
to its capital and liquidity. Through its capital risk management policy Adyen aims to maintain a strong
capital base, so that an adequate relationship between total capital and the risks exists at all times. The
merchant credit risk policy and treasury policy set forth the policies to maintain risk exposures associatedwith counterparties, foreign currency exposures and market risk within acceptable limits.
Review and revision
The Management Board monitors the performance against the longer-term growth strategy of the Company.
Variances that have occurred are discussed and factors that may have contributed to them are considered.
The Risk Committee and the corporate risk function play a key role in supporting the Management Board
with overseeing the effectiveness of the Integral Risk Management Framework. They carry out this role bymonitoring Adyen's risk profile, which shows the actual residual risks. The monitoring of the risk profile
against the risk appetite is an ongoing and iterative process. Any material risk limit breach that places
Adyen at risk of exceeding its risk appetite and, in particular, of putting at risk Adyen's financial condition,
triggers a meeting of the Risk Committee and is escalated promptly to the Management Board.
Combinations of ongoing and separate evaluations are used to determine if the components of internal
control are present and functioning effectively. The ongoing evaluations are built into Adyen's businessprocesses and provide timely information. The separate evaluations are conducted periodically and mayvary in scope and frequency depending on the risks and effectiveness of the ongoing evaluations. Adyen's
corporate risk team monitors that the evaluations are performed effectively and collects the results. Any
identified deficiencies are discussed during the Risk Committee meetings and reported to the Management
Board along with relevant findings, recommendations and action plans.
Information and communication
Information is needed at all levels to identify, assess, and respond to risks. Information comes from several
sources – internal and external, and in quantitative and qualitative forms – and facilitates responses tochanging conditions. Conversations with employees, merchants, suppliers, regulators and otherstakeholders often provide critical information needed to identify risks. Similarly, attendance at
professional or industry seminars can provide valuable information. The Managing Directors and risk andcompliance officers regularly attend seminars, have conversations with employees, merchants, suppliers,
regulators and other stakeholders, and subscribe to relevant newsletters to collect information that may
support the identification and mitigation of emerging risks. Conversations with employees, merchants,
suppliers, regulators and other stakeholders often provide critical information needed to identify risks.
The Management Board communicates the strategy, Group objectives, key risks and risk appetite throughthe leaders of the work streams and functional teams, webcasts, email, presentations, town hall meetings,
Risk Appetite Statements and Adyen's annual report.
Through policies, procedures and training the Management Board ensures that employees understand theirrole in Adyen's integral risk management, as well as how individual control activities relate to the work ofothers. New hire introduction sessions include information on the company's risk and compliance programs.
A clear delegation of authority underlines that risk management responsibilities are essential to all
employees.
The effective application of even the best-designed control systems can be quickly compromised if theemployees applying the systems are not adequately trained. Therefore the Management Board takes trainingof employees seriously and views it as an important tool to create awareness of the policies and procedures
within the organization.
ReportingWork stream and team leaders regularly provide updates during the management team conference calls on
the achievement of the operational objectives and mitigation of identified risks. Adyen's finance teamprovides the Management Board with Adyen's financial results through monthly reports. These reports are
discussed during the management team conference calls and Management Board meetings. The
Management Board reports on the performance of the company to the Supervisory Board in quarterly
meetings. Furthermore, the Management Board annually reports on the performance of the Company
through Adyen's annual report.

- 93 -

The Risk Committee and the Compliance Committee report to the Management Board at least quarterly
their observations, recommendations and deliberations on findings regarding compliance, risk management
and internal control. The Management Board decides on corrective actions, reviews and approves policies,
reviews reports from control assessments made on the operation and effectiveness of systems and controls
and acts on recommendations from the Risk and Compliance Committees. The Management Board also
reports to the Audit Committee on the effectiveness of Adyen's risk management and internal control
systems during the quarterly Audit Committee meetings.
Adyen's finance team ensures that the regulatory risk and financial reports are timely and accurately
submitted to the relevant supervisory authorities.
Strategic and business risk
Risk type definition
Category
Strategic and business risk

Definition for capital requirements
Risk that Adyen's course of business will be
impaired due to the nature of its business model

Risk measure
Qualitative measures

Risk appetite
The Management Board accepts that in order to achieve its strategic objectives:x

The Company may approve some amounts of capital investing in new assets, people and processes;xCompetition could increase as Adyen seeks to increase market share, thereby potentially reducing
profit margins.

Risk mitigating measures
Adyen has integrated the top-down Group-wide risk assessment and appetite-setting process with theannual strategy update. If strategic and business risks are assessed to exceed Adyen's risk appetite, an action
plan is formulated and executed. The following main risk responses apply to the identified key risks.
Strategic partnerships
Adyen holds acquiring licenses for the major card networks in multiple regions enabling its merchants tobenefit from higher acceptance and authorization rates. Adyen has recently added acquiring licenses inAustralia, Hong Kong, New Zealand and Singapore. Furthermore Adyen has enhanced its global acquiring
network with local acquiring partners in Brazil, Mexico, and North America. Adyen commits senior
management resources to maintain good relationships with its partners and to ensure that the mutual trustwith partners remains through close cooperation and compliance with their requirements.
Unified commerce strategy
In addition to further optimizing Adyen's payment platform with new payment methods and functionalities,
there is a strong focus on the further development of the unified commerce strategy. Over the past years,
Adyen has tailored a points of sale payment solution that is suitable for both international merchants andsmall to medium merchants by offering low-cost payment terminals that work directly with cash registers
and mobile devices around the world. Adyen continues to hire more talent, set priorities and balance theworkload of its key employees.
Scalability
Adyen has observed high growth rates in payment transaction volumes in the past years and foresees thisto continue for the coming years. At some point in the future the payment platform could potentially reachthe limits of the number of transactions it can process resulting in longer processing times or even downtime.
The Adyen payment platform has been designed to be highly scalable and we continue to increase the- 94 -

storage capacity and processing speed. Furthermore, we have implemented architectural changes tosafeguard sufficient future processing capacity of the payment platform.
Organizational focus
The Management Board regularly communicates the strategic goals in monthly updates. The Management
Board has established cross-functional work streams and empowered the stream leaders to define theoperational objectives. Based on the operational goals the work streams set priorities. The Management
Board monitors the alignment of the work streams' activities with the strategic objectives.
Changes in global macro-economic conditions
Adyen has observed that the global e-commerce market is still growing very fast despite a slow-down ineconomic growth and political changes in some markets. Adyen continues to evaluate the cost and margins
of foreign operations to determine whether Adyen's fee structure should be contractually adapted toinflation.
Sales Day Payout
Adyen is currently rolling out a new service through which Adyen's merchants can choose to be paid out
all captured transactions from a certain sales day regardless of Adyen having received settlements from thecard networks and local payment methods for those transactions ("Sales Day Payout"). Adyen will use
strict criteria to approve Sales Day Payout for each individual merchant, taking Adyen's capital and liquidity
position into account. As such, the total risk exposure of Sales Day Payout can be controlled. Furthermore,
a limit will be assigned to the maximum amount of Sales Day Payout per merchant, which is based on thecreditworthiness of the merchant, the Merchant Potential Liability and single obligor limits.
Product innovation
The Management Board has established cross-functional work streams to enhance cooperation andalignment of priorities in development of new products and services. Adyen continues to conduct merchantsessions to understand how it can further support merchants with improving conversion rates anddeveloping products that meet their (future) needs.
Overall, the assessed risks and risk responses could affect Adyen's profitability and have been accounted
for in a number of adverse scenarios.
Operational risk
Risk type definition
Category
Operational risk

Definition for capital requirements
Risk of loss resulting from inadequate or failed
internal processes, people and systems or fromexternal events, including legal risk

Risk measure
Own funds required

Risk Appetite
The Management Board recognizes that operational risks are associated with achieving its businessobjective. Inadequate or failed internal processes, people, and systems, or external events could lead tomissed objectives and potential losses. The Management Board wants to build an ethical and sustainablebusiness and has therefore established policies, procedures and systems that actively mitigate such risks
that could:
xnegatively affect the Adyen reputation or brand;xlead to breaches of laws and regulations; and/orx

endanger the future existence of Adyen.

- 95 -

Risk mitigating measures
Adyen has defined the following risk responses to manage the identified risks and holds own funds against
the remaining residual risk. Where applicable, such measures comply with the relevant rules andregulations. See also the chapter "Supervision and Regulation".
Platform and system performance
All of Adyen's services run on one secure platform, independent of whether payments are submitted online,
mobile or through POS terminals. Adyen develops and maintains its flexible and entirely custom-designed
platform and software in-house with a large development team.
Cyber security
The Management Board has appointed a security officer. The security officer is responsible for maintaining
and managing security within Adyen. Adyen's information security team performs an annual information
security risk assessment to identify potential threats and control measures. A formal and documented
information security policy that includes guidelines on integrity, confidentiality and availability of
information is available and implemented within the organization. Various preventive and detective
controls have been implemented, including monitoring tools for the payment platform and databases todetect unusual activities. Furthermore, a cybersecurity insurance policy has been put in place. Adyen has
separated the payment platform and customer area from Adyen's public website. Adyen currently operates
six live data centers at different continents so that traffic can be rerouted real-time whenever needed and isplanning to establish additional data centers. Exceptions in uptime connection, as well as the connection
with other acquirers, are monitored continuously.
Money laundering and terrorism financing
Adyen only accepts payment methods that are legal and generally accepted. New merchants are screenedin accordance with Adyen's know your-customer ("KYC") procedures using a risk-based approach in which
the risk of money laundering, terrorism financing activities and circumvention of sanctions is assessed. The
identity of the merchant, ultimate beneficial owners and the nature of the business are verified with source
documents and Adyen checks whether any of these may be a Political Exposed Person (PEP). Existing
merchants, their legal representatives and ultimate beneficial owners are also regularly checked against
sanctions lists. All transactions processed through the payment platform are monitored through automatedrules to identify exceptional patterns, which may flag suspicious activity.
See also the chapter "Supervision and Regulation" under "Integrity".
Sanctions
New merchants are screened in accordance with the KYC procedures, using a risk-based approach in which
the risk of circumvention of sanctions is assessed. The identity of the merchant, ultimate beneficial owners
and nature of the business are verified with source documents and reviewed with sanctions lists (e.g.
through World-Check). By using an automated routine (every 14 days), a review of all merchants, legal
representatives and ultimate beneficial owners against sanctions lists is performed.
See also the chapter "Supervision and Regulation" under "Sanction Regulation".
Compliance with (foreign) laws and regulations
Adyen has established global legal, compliance and regulatory affairs teams, which monitor compliancewith (global) laws and regulations relevant to Adyen. The Management Board requests legal opinions fromwell-established law firms on local laws and regulatory requirements prior to starting foreign operations.
In addition, when setting up foreign operations, local management with knowledge of the local market isrecruited. The legal, compliance and regulatory affairs teams strive to keep up to date with the latest
regulatory developments and changes in laws and regulations are regularly analyzed and translated into
updates of policies, procedures and systems.
See also the chapter "Supervision and Regulation" for a description of most important supervisory laws andregulations to which Adyen is subject.

- 96 -

Reporting
Internal control over financial and regulatory/prudential reporting is an integral part of Adyen's risk
management and control systems.
CultureThe Management Board promotes the Company's culture through the 'Adyen Formula', which describes
Adyen's shared values (See "Business – People"). The importance of the 'Adyen Formula' is periodically
reemphasized through various channels of communication with Adyen's employees. The Adyen exchange
and buddy programs promote alignment of objectives and ways of working across the various Adyen
offices.
Talent
The human resources team continues to develop and conduct training programs to increase knowledge,
expertise and job satisfaction of employees. Team managers are trained and encouraged to set objectives
with team members, perform regular check-ins and provide on-going feedback to increase job satisfaction
and career perspective. Activities supporting staff in getting to know each other help to stimulate knowledge
sharing and keep employee turnover limited. Such activities include the Adyen exchange and buddy
programs. In addition, switching between teams allows employees to grow over time. The development ofmanagement capabilities has continued through the work streams and the management track development
program.
Merchant Potential Liability ("MPL")
The MPL is the operational risk of not being able to recoup the total amount of chargebacks and fees after
a merchant defaults or when a merchant is unwilling/unable to repay Adyen. It is Adyen's policy to control
the MPL risk that is inherent to payments processing, at the merchant level. Merchants can be required toplace MPL reserve funds or other forms of guarantees with Adyen. The MPL reserve funds and/or guarantee
are based on the expected value of the transactions that will be processed for the merchant and are adjusted
periodically. These dynamic MPL reserve funds cover potential refunds, chargebacks and other potential
financial obligations of the merchants towards Adyen. This, combined with the fact that Adyen collects thepayments from the card networks on behalf of the merchants and settles the payments with the merchants,
reduces potential exposure. Adyen has established a Merchant Credit Risk Committee to monitor andmanage MPL risk. The top accounts are discussed and managed individually. The pilot project on Sales
Day Payout seeks to control MPL risk impact by selecting specific merchants with a commercial need forthis product but with a low inherent MPL risk exposure, such as POS merchants. See "Strategic andbusiness risk – Sales day payout" above.
Financial risk: Credit risk
Risk type definition
Subcategories
Default risk

Definition for capital requirements
Risk that a counterparty will not settle the full value ofan obligation — neither when it becomes due, nor
thereafter

Risk measure
Own funds required

Concentration risk:
Large exposures

Risk of losses stemming from on- and off-balance
sheet positions arising from concentrations in
exposures to a merchant or a group of connected
merchants

Large exposure limits

Risk appetite
The Management Board does not want to be significantly impacted by credit risk. The Management Board
has detailed the risk limits in the Adyen merchant credit risk policy and the treasury policy.

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Risk mitigating measures
Adyen has defined the following risk responses to manage the identified risks and aims to hold own funds
against the remaining residual risk.
Default risk
It is the Company's working principle to hold surplus cash and cash equivalents only at banks with a credit
rating above investment grade rating or higher. The credit quality of receivables from financial institutions
is assessed based on financial position, past experience and other factors. As a result of Adyen's banking
license it obtained the ability to diversify its credit risk exposure away from partner banks.
To mitigate default risk on Sales Day Payout Adyen has envisaged the following key controls:xstrict underwriting policy which includes, among others, fixed single obligor limits and targeted
the offer for merchants with a low inherent risk exposure (e.g. POS merchants) during the pilot
project;x

leverage on the existing MPL framework and add additional data regarding merchants' bankaccount flows; andxperiodic updating of credit risk profiles based on company data (management information).

Adyen has direct insights in the payment flows of POS merchants. Therefore, Adyen is able to monitor the
performance of merchants in real time. As e-commerce merchants can have multiple PSPs, a merchant's
performance is not always entirely visible as they can switch payment flows between PSPs. POS merchants
typically cannot switch POS terminals easily and therefore the financial performance can be measured moreaccurately.
Concentration risk (large exposures)
Adyen actively manages concentration risk by distributing its cash over multiple counterparties, including
access to high-quality liquid assets. The banking license has enabled Adyen to reduce the large exposure
stemming from several accounts that were held at partner banks. Adyen continues to monitor its merchantfunds flows at partner banks and that are not settled through settlement accounts held at central banks, toensure compliance with the single obligor limit.
With the introduction of Sales Day Payout, Adyen will become exposed to credit risk on individual
merchants due to the pre-financing of settlements. Adyen aims to control this exposure and prevent large
exposures on individual merchants from occurring by carefully managing the processed volume per
merchant under this service. Adyen expects, subject to finalizing the Sales Day Payout terms andconditions, to have the right to reclaim the funds from the merchant if the relevant card scheme does not
pay out to Adyen.
Financial risk: Market risk
Risk type definition
Subcategories
FX riskDefinition for capital requirements
Risk of losses in on- and off-balance sheet positions
arising from adverse movements in FX rates.

Risk measure
Own funds required

Equity price risk

The risk that the fair value of equities decreases as aresult of changes in the levels of equity indices and thevalue of individual stocks

Own funds required

Interest rate risk

Current or prospective risk to both the capital andearnings arising from adverse movements inunderlying interest rates

Limit the exposures
sensitive to interest
rate changes- 98 -

Risk appetite
The Management Board has a limited appetite to incur losses from market risk.
Risk mitigating measures
Adyen has defined the following risk responses to manage the identified market risks.
FX riskx

Adyen charges merchants for FX conversion services provided by it.

xAdyen aims to close significant foreign currency exposures, if any, resulting from the settlements
received from schemes and contractual arrangements with merchants about the payout tomerchants of such settlements, on a daily basis.

x

Adyen holds liquidity buffers in various currencies to ensure that it will be able to meet payment
obligations to merchants, thereby mitigating liquidity risk arising from failed FX transactions. Thisis for instance done using the MPL reserve funds that are held in the main currencies in which
payouts take place.

Interest rate risk
As Adyen is not financed with external debt, it does not currently have any significant interest rate risk.
Although significant liabilities towards its merchants are present, these are non-interest bearing and aresettled at short notice, creating no significant interest rate risk for Adyen. The cash balances of Adyen are
not significantly exposed to interest rate risk due to the fact that cash is used to settle the liabilities towards
the merchants at short notice with a very short duration (average 5 days). The nominal values of bonds
held-to-maturity are minimal as compared to the overall financial instruments balance, are short-term innature and are held-to-maturity, leading to minimal interest rate risk for Adyen.
Financial risk: Liquidity and funding risk
Risk type definition
Subcategories
Liquidity risk

Definition for capital requirements
Risk that Adyen could not meet its short to medium
term payment and collateral obligations without
affecting daily operations

Risk measureliquidity
coverage
ratio

Funding risk

Risk that Adyen will not have stable sources offunding in the medium and long-term, resulting in thecurrent or prospective risk that it cannot meet its
financial obligations, such as payments and collateralneeds, as they fall due in the medium to long-term,either at all or without increasing funding costs
unacceptably

net stable
ratio

funding

Risk appetite
The Management Board has no appetite for the liquidity coverage ratio falling below 105%.
Risk mitigating measures
Adyen manages its liquidity and funding risk through the internal liquidity adequacy assessment process as
required by CRR and CRD IV. Adyen actively monitors its liquidity risk. Due to Adyen's business model
the in- and outflows resulting from merchant fund flows are considered to be interrelated and as a result
Adyen assesses its liquidity risk currently to be very limited due to the nature of the business and thecomposition of the balance sheet. The other balances are not considered material from a liquidity risk
perspective. Adyen holds liquidity buffers based on the liquidity coverage ratio, accompanied by a survival
period metric, to mitigate the residual risk. The survival period is set at 30 months and takes aspects ofcurrency convertibility and encumbrance into account. For regulatory purposes Adyen differentiates its- 99 -

liquidity buffer between high-quality liquid assets and incoming cash flows. Furthermore, Adyen maintains
an intraday liquidity buffer, which can be used immediately in stressed situations in each relevant location,
currency and time zone.
As Adyen is primarily equity funded there are no long-term liabilities and therefore no stable funding isrequired. Adyen adopts the net stable funding ratio for the quantification of its funding risk. In addition, to
qualitative risk measures, Adyen will hold long-term liquidity buffers based on the net stable funding ratio
to mitigate the residual risk of long-term obligations.
For more information on regulatory capital and liquidity requirements to which Adyen is subject, including
the liquidity ratio and the net stable funding ratio, see the chapter "Supervision and Regulation" under"Financial", "SREP and Pillar II Measures" and "Capital and Liquidity Requirements".
Quantification of Operational, Strategy and Business risks
Adyen applies the basic indicator approach to determine its own funds requirements.
CET1 and Leverage ratio
Adyen has a fee based business model as a service organization. The balance sheet has not been used togenerate additional gross revenue. In order to monitor and manage the balance sheet risk of Adyen theManagement Board uses the CET1 Ratio as its main indicator. Given Adyen's business model and strong
capital position the leverage ratio is not considered to be a strong indicator for Adyen's balance sheet riskin addition to the CET1 Ratio. Adyen recognizes that a reporting requirement applies to the leverage ratio
and that the minimum ratio is subject to legal implementation. Adyen monitors that the leverage ratio is
maintained comfortably above the required 3% minimum. Adyen's introduction of banking products is notforeseen to have a significant impact on the leverage ratio going forward.
For more information on regulatory capital and liquidity requirements to which Adyen is subject, including
the CET1 and leverage ratio, see the chapter "Supervision and Regulation" under "Financial", "SREP and
Pillar II Measures" and "Capital and Liquidity Requirements".

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SUPERVISION AND REGULATIONREGULATORY OVERVIEW
Adyen's regulatory environment varies from jurisdiction to jurisdiction, such that in some jurisdictions
Adyen requires local licenses to operate and in others it does not require a license or any other authorization
or registration.
The types of licensing / authorization regimes that apply to Adyen's business can be categorized as follows:(a)

For the purpose of providing regulated activities (including payment services) in the Netherlands
and the EEA more broadly, Adyen can rely on its status as a licensed credit institution (bank)within the meaning of CRR since it has obtained a banking license, in the Netherlands, from the
ECB on 25 April 2017. Under its banking license, Adyen is permitted to carry out the following
regulated banking activities (as set out in Annex I to CRD IV, the "CRD Banking Activities"):(i)

Taking deposits and other repayable funds (CRD Banking Activity 1);(ii)

Lending (CRD Banking Activity 2);(iii)

Payment Services (CRD Banking Activity 4);(iv)

Issuing and administering other means of payment (CRD Banking Activity 5);(v)

Trading for own account or for account of customers in foreign exchange (CRD Banking
Activity 7(b)); and(vi)Issuing electronic money (CRD Banking Activity 15).

Adyen is subject to prudential and integrity supervision by DNB as home member state supervisor
and, in the context of the SSM, Adyen is subject to indirect supervision by the ECB. The SSM iscomprised of the ECB and the national competent authorities of participating EU Member States.
In addition, Adyen is supervised by the AFM for the purpose of market conduct supervision.
(b)

On the basis of its Dutch banking license, Adyen can benefit from an EU passport to carry onbanking activities throughout the EEA, either by a branch or provision of services on a cross borderbasis. Adyen makes use of an EU passport to carry on banking activities in all EEA Member States
on a cross border basis (including the UK). In addition to carrying out its activities on a crossborder basis, Adyen has established branches in Belgium, Germany, France, Spain and Sweden.
The branches are primarily subject to home member state supervision (i.e. Dutch supervision).
However, some regulatory requirements of the host member states (i.e. the jurisdiction in which
the branch is established) apply to the branches, such as compliance with certain anti-money
laundering regulations.

(c)Other jurisdictions where Adyen is required to hold a local license to carry on its primary business,such as the United States where Adyen's indirectly (through Adyen International B.V.) wholly
owned subsidiary Adyen Inc. is licensed in 42 states as a Money Transmitter (and is exempted in
8 other states). In relation to anti-money laundering regulations, Adyen Inc. and Adyen Nevada areregistered with the Financial Crimes Enforcement Network (FINCEN) as a Money Services
Business. The Money Transmitter license in the US is mainly used for the upcoming market places
that allow sub-merchants to use the market place platform. In the US, Adyen performs otherpayments activities through a 'bin sponsor' license (i.e. the license of a third party is loaded onto
Adyen's platform, the bank acts as acquirer and Adyen only provides the technical infrastructure
to the third party).

(d)

Other jurisdictions in which Adyen is able to provide a range of services without itself holding a
primary regulatory license, but in which Adyen remains subject to certain related regulations orregistration requirements (such as anti-money laundering, data protection, exchange control and/or
card network participation requirements). By way of example, Adyen Canada Limited is registeredas a Money Services Business with the Financial Reporting and Transaction Analysis Centre of
Canada (FINTRAC) and Adyen Australia Pty Ltd. is registered with the Australia Transaction andReporting Corporation (AUSTRAC) as a "Reporting Entity under the Australian AML regime.

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(e)Other jurisdictions where Adyen is not required to obtain a separate license to conduct its business,e.g. because Adyen's business activities are not regulated in such jurisdictions (such as SouthKorea and Hong Kong), Adyen only offers non-regulated products and services in suchjurisdictions (such as gateway and/or acquiring services) or Adyen can adequately rely on licenses
or authorizations of its business partners to offer its (in principle) regulated products and services(such as pay-out services).

(f)Jurisdictions in which Adyen may need or find it opportune to obtain a license in the future due tochanges in local law to support Merchants, such as Singapore, or changes to Adyen's businessmodel.

This section mainly describes the supervisory laws and regulations of the Netherlands and the EU that apply
to banks (such as Adyen) as published and in effect on the date of the Prospectus, without prejudice to any
amendments introduced at a later date and implemented with or without retroactive effect. In addition,
Adyen is subject to supervisory laws and regulations of other jurisdictions in which it is active.
See "Risk Factors – The regulatory environment to which Adyen is subject gives rise to significant legal
and financial compliance costs and management time, and non-compliance could result in monetary andreputational damages, all of which could have a material adverse effect on Adyen's business, financial
position and results of operations" and "Risk Factors – The financial services industry is subject to intensive
regulation. Major changes in laws and regulations as well as enforcement action could adversely affectAdyen's business, financial position, results of operations and prospects.".
REGULATION IN JURISDICTIONS IN WHICH ADYEN CURRENTLY OPERATES UNDERLOCAL LICENSES
EEA - Banking Union
The 2007 financial crisis revealed shortcomings in bank supervision and in particular a widespreadmisjudgement of the actual risks posed by banks' activities and investments, and has made clear that theregulation and supervision of bank activities needed to be harmonized across the EU and especially in theeuro area. One of the EU's responses to correct the perceived shortcomings was to establish a banking unionwith three key areas, referred to as the three pillars, the SSM, the SRM (including the recovery andresolution framework laid down in the BRRD) and the DGS (together the "Banking Union"). Harmonized
prudential rules laid down in CRD IV and CRR ("Single Rulebook") are also part of the Banking Union
and aim to complete the reforms that the EU implemented in the wake of the financial crisis to make thefinancial system more stable and resilient.
Single Supervisory Mechanism
The first pillar, the SSM, was set up by two regulations: (i) Council Regulation (EU) No 1024/2013 of 15
October 2013 conferring specific tasks on the ECB concerning policies relating to the prudential
supervision of credit institutions ("SSM Regulation") and (ii) Regulation (EU) No 468/2014 of the ECB
of 16 April 2014 establishing the framework for cooperation within the Single Supervisory Mechanism
between the ECB and national competent authorities and with national designated authorities. The SSM
Regulation came into force on 4 November 2013. The SSM Regulation provides the tasks the ECB mustcarry out within the SSM, composed of the ECB and national competent authorities. For "significant"banking groups that meet certain criteria of size, importance for the economy of the EU or any Member
States participating in the Banking Union, and significance of cross-border activities, whereby in principle
a total value of assets of more than €30 billion is considered "significant", this means that supervision ofthem is carried out by joint supervisory teams consisting of ECB and national competent authorities staff
members. The ECB conducts regular reviews of all banks authorized within the participating countries.
According to the ECB's list of supervised entities (cut-off date for significance decisions: 1 January 2018)
Adyen has not been designated as significant.
Single Resolution Mechanism
The second pillar, the Single Resolution Mechanism ("SRM"), was set up by Regulation (EU) No 806/2014
of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions
and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution
Fund and amending Regulation (EU) No 1093/2010 ("SRM Regulation") and by the agreement on the- 102 -

transfer and mutualisation of contributions to the Single Resolution Fund of 21 May 2014. The SRM
Regulation provides for a single resolution framework, a European single resolution board and a single
resolution fund ("Single Resolution Fund"). Under the BRRD, EU Member States are required to appointa national resolution authority ("NRA"). In the Netherlands, DNB has been appointed as NRA. The SRM
establishes a European single resolution board that will manage (through the NRAs or directly) the failingof any bank in the eurozone and in other EU Member States participating in the European Banking Union.
One of the aims of the SRM is a consistent application of the instruments and authorities granted to NRAs
under the BRRD. Adyen is subject to the direct responsibility of DNB as the Dutch NRA.
Single Rulebook
Until 1 January 2014, EU bank regulation and supervision had been based on directives which left roomfor divergence in national implementing rules. This created a regulatory patchwork throughout the EU. The
Single Rulebook aims to provide a single set of harmonized prudential rules which banks throughout theEU must comply with. These uniform and harmonized rules are mainly provided for by CRD IV, CRR,
BRRD and DGS Directive.
Supervisory Authorities
DNB
Adyen is subject to regulation and supervision by authorities in the Netherlands, in particular DNB. DNB
is, among other things, responsible for: (i) the supervision of Adyen's compliance with the prudential
requirements, including the requirements relating to: (a) own funds, large exposures, liquidity and net stable
funding, leverage, supervisory reporting and public disclosure of information on those matters, and (b)governance arrangements, including the fit and proper requirements for the Managing Directors andSupervisory Directors, risk management processes, internal control mechanisms, remuneration policies andpractices, effective internal capital adequacy assessment processes and compliance with outsourcing rules
and regulations; (ii) the supervision of Adyen's compliance with other supervisory laws and regulations
relevant for their business, such as anti-money laundering legislation; (iii) the carrying out of supervisory
reviews and stress tests to determine whether Adyen's arrangements, strategies, processes and mechanisms
and their own funds ensure a sound management and coverage of risks; and (iv) the carrying out of
supervisory tasks in relation to recovery plans, early intervention and, where EU law grants the required
authority to competent authorities, structural changes to prevent financial stress or failure.
ECB
Since obtaining its banking license on 25 April 2017, Adyen is subject to indirect supervision by the ECB
under the SSM. In this respect, the ECB may give instructions to DNB or even assume direct supervisionof the prudential aspects of Adyen's business. The ECB is furthermore the competent authority to assess
applications for authorization and notifications of the acquisition and disposal of qualifying holdings inbanks and to grant a declaration of no objection for such holdings. See also below under "Structural
Supervision" and "Declaration of No Objection for a Qualifying Holding in a Bank" in the chapter"Description of Share Capital".
AFM
The AFM is the competent authority for the supervision of Adyen's compliance with a range of conduct ofbusiness laws and regulations that are applicable to Adyen's activities, and laws and regulations regulating
the securities markets, such as those with respect to market abuse.
Other Relevant Authorities
European Banking Authority
As part of the European System of Financial Supervision, the EBA was instituted through Regulation
2010/1093 of the European Parliament and of the Council of 24 November 2010 for the banking sector.
EBA's main task is to contribute to the establishment of high-quality common regulatory and supervisory
standards and practices, in particular by: providing opinions to EU institutions, developing guidelines,
recommendations, and draft regulatory and implementing technical standards, and contributing to theconsistent application of legally binding EU acts, including by issuing Q&As. In addition, EBA contributes- 103 -

to and participates actively in the development and coordination of effective and consistent recovery andresolution plans, procedures in emergency situations and preventive measures to minimize the systemic
impact of any failure.
EBA's recommendations and guidelines are primarily directed to the national supervisory authorities, which
are required to provide reasons for any deviations from EBA's supervisory practices under the 'comply or
explain' principle. However, under specific circumstances, for example if a national supervisory authority
fails to ensure that a credit institution complies with requirements directly applicable to it, EBA may adopt
an individual decision addressed to the national supervisory authority, or even to such credit institution,requiring the necessary action to comply with its obligations under EU law.
ACM
The ACM enforces both competition law and certain consumer protection laws in the Netherlands. Its
activities include general competition oversight, regulation of the energy, telecommunications, postal
services and transport markets, and consumer protection.
Authority for Personal Data
Authority for Personal Data (Autoriteit Persoonsgegevens) is responsible for supervising compliance withdata protection laws in the Netherlands, including the GDPR (discussed below).
Sound and Controlled Business Operations - Governance and Risk Management
Robust Governance Arrangements
Dutch banks (such as Adyen) must have robust governance arrangements, which include (i) a clear
organizational structure with well-defined, transparent and consistent lines of responsibility; (ii) effective
processes to identify, manage, monitor and report the risks they are or might be exposed to; (iii) adequate
internal control mechanisms, including sound administration and accounting procedures; and (iv)
remuneration policies and practices that are consistent with and promote sound and effective risk
management. The robust governance arrangements shall be comprehensive and proportionate to the nature,scale and complexity of the risks inherent in the business models and business activities of banks.
The governance arrangements for banks in the EEA are further detailed in the EBA Guidelines on Internal
Governance of 27 September 2011 (the "2011 EBA Guidelines on Internal Governance"), which containrequirements on the corporate structure and organization, the management body, the risk management
framework and the internal control framework (which form the second and third line of a bank's three linesof defense model), and requirements relating to information systems and communication and business
continuity management. Further guidance on governance principles was published by the Basel Committee
in July 2015 in revised principles on corporate governance for banks. The Basel Committee's guidance on
governance principles includes principles on governance of group structures, risk management including
risk identification, monitoring and controlling, and risk communication, compliance and internal audit. The
2011 EBA Guidelines on Internal Governance will be replaced by the new EBA Guidelines on Internal
Governance which were published on 26 September 2017 (the "Revised EBA Guidelines on Internal
Governance") which are aimed at further harmonizing credit institutions internal governancearrangements, processes and mechanisms across the EU, in line with the new requirements in the area
introduced in CRD IV and also taking into account the proportionality principle. The Revised EBA
Guidelines on Internal Governance have been promulgated in furtherance of Article 74 CRD IV. The
Revised EBA Guidelines on Internal Governance apply from 30 June 2018.
Requirements and Responsibilities of the Management Board and Supervisory Board
Members of a Dutch bank's management board and supervisory board must at all times be of good reputeand possess sufficient knowledge, skills and experience to perform their respective duties and act withhonesty, integrity and independence of mind to effectively assess and challenge the decisions of the senior
management, and oversee and monitor their decision-making. The management board and the supervisoryboard must possess adequate collective knowledge, skills and experience to be able to understand the bank's
activities, including the main risks. All members of the management board and the supervisory board must
commit sufficient time to perform their functions and must in particular devote sufficient time toconsideration of risk issues. The management board and supervisory board must be actively involved andmust ensure that adequate resources are allocated to the assessment of risks and shall establish reporting- 104 -

lines for all material risks and risk policies and changes thereof. The EBA has set out the process, criteria
and minimum requirements for suitability assessments in its Guidelines on the assessment of the suitabilityof members of the management body and key function holders of 22 November 2012. On 26 September
2017 EBA and ESMA published Joint Guidelines on the Assessment of the Suitability of the Members ofManagement Body and Key Function Holders. These new joint ESMA and EBA guidelines aim at further
improving and harmonizing suitability assessments within the EU financial sectors and so ensure soundgovernance arrangements in financial institutions. The EBA guidelines of 22 November 2012 will be
repealed after the entry into force of the new joint ESMA and EBA guidelines on 30 June 2018.
In light hereof, the members of the Management Board and Supervisory Board have been tested and newly
proposed members of these boards must be tested by DNB on integrity (betrouwbaarheid) and suitability(geschiktheid). In addition, the requirement for integrity and suitability screening applies to persons thatwill be acting under the responsibility of the Dutch bank, who will fulfil a management position directly
below the Management Board and who will be responsible for natural persons whose activities can have asignificant impact on the risk profile of the bank (the so-called second echelon).
Pursuant to the Dutch Financial Supervision Act and the regulations promulgated thereunder, themanagement board of a bank (such as Adyen) shall retain overall responsibility for such bank's risks and isprimarily responsible for defining and overseeing the implementation of the governance arrangements that
ensure effective and prudent management, including the segregation of duties in the bank and the preventionof conflicts of interest. The management board must in particular (i) have the overall responsibility of thebank and approve and oversee the implementation of the bank's strategic objectives, governance frameworkand corporate culture; (ii) approve and periodically review the strategies and policies for taking up,
managing, monitoring and mitigating the risks the bank is or might be exposed to, including those posedby the macroeconomic environment in which it operates in relation to the status of the business cycle; (iii)
ensure the integrity of the accounting and financial reporting systems, including financial and operational
controls and compliance with the law and relevant standards; (iv) oversee the process of disclosure andcommunications; (v) be responsible for effective oversight of senior management; and (vi) monitor andperiodically assess the effectiveness of the bank's governance arrangements and take appropriate steps toremedy deficiencies.
A Dutch bank (such as Adyen) must have a supervisory board, which oversees the management board andprovides advice to it. Pursuant to the Dutch Financial Supervision Act and policy from DNB, thesupervisory board must have at least three members, acting independently. Together with the nature, size,
complexity and inherent risks of the bank, DNB will assess the independent functioning of the supervisoryboard, taking into account the following elements:x

the members of the supervisory board should be able to act independently and to form balanced
judgments (independence in mind);x

the members of the supervisory board avoid or control any semblance of conflicting interests(independence in appearance); andxthe supervisory board as a whole enjoys a sufficient degree of formal independence (independence
in state), meaning that at least 50% of the members of the supervisory board should be formallyindependent. Currently, the entire Supervisory Board of Adyen is independent in state.

See the section "Management, Employees and Corporate Governance" for a summary of certain
information concerning the Management Board and the Supervisory Board.
Banker's Oath & Disciplinary Law (tuchtrecht)
All employees of a Dutch bank, having an employment agreement with the bank or performing activities
that influence the risk profile of the bank or are directly involved in the provision of financial services toclients are required to take the banker's oath (the "Banker's Oath") and are as such subject to disciplinarylaw.
Integrity
Dutch banks must have an adequate policy to ensure a sound pursuit of their business operations and must
set up their business operations in such a way that sound business operations are ensured. To this end, they

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must, among other things, have an integrity policy, manage conflicts of interest, set up procedures to reportbreaches of applicable regulations and to report incidents to the supervisory authority, perform customer
due diligence, and perform systematic analyses of their integrity risks. The integrity policy must at least
cover the following topics: (i) conflicts of interest; (ii) avoiding that the bank and or staff violate the law,or act in a way that could impair the public's trust in the bank or in the financial markets; (iii) preventingthat public's trust in the bank or in the financial markets may be affected on account of the bank's customers;and (iv) preventing other acts performed by the bank or its employees that are so contrary to generally
accepted standards that they seriously damage confidence in the bank or in the financial markets. The
integrity policy must be set out in procedures and measures.
Furthermore, banks must comply with the Act for the Prevention of Money Laundering and Financing ofTerrorism (Wet ter voorkoming van witwassen en financieren van terrorisme). This act implements theThird EU Anti-Money Laundering Directive (Directive 2005/60/EC) and imposes requirements regarding,inter alia, customer due diligence and reporting of unusual transactions. The Third EU Anti-Money
Laundering Directive ("MLD3") introduced new anti-money laundering ("AML") and countering
financing of terrorism ("CFT") requirements and provided further detail on the interpretation thereof andwas prescriptive in some of the customer due diligence measures to be taken. On 26 June 2017, the Fourth
Money Laundering Directive ((EU) 2015/849, "MLD4") entered into force, which is designed to strengthen
the EU's defenses against money laundering and terrorist financing, while also ensuring that the EU
framework is aligned with the Financial Action Task Force's international AML and CFT standards. MLD4
has repealed and replaced MLD3. Member states were required to bring into force the laws, regulations andadministrative provisions necessary to comply with MLD4 by 26 June 2017. The Dutch Ministry of Financeconfirmed that the entry into force of the implementation of the MLD4 has been delayed. A legislative
proposal has been submitted to the Dutch Parliament on 12 October 2017, which has been approved by the
Dutch House of Representatives (Tweede Kamer) on 6 March 2018 and is currently pending before theDutch Senate (Eerste Kamer). Meanwhile the Fifth EU Anti-Money Laundering Directive ("MLD5") has
been adopted by the EU Council on 14 May 2018 following approval by the European Parliament on 19
April 2018. It contains a set of proposed amendments to the MLD4, looking to strengthen its core provisions
in light of intervening terrorist events in Europe. MLD5 contains among others proposals to enhance thepowers of EU Financial Intelligence Units and facilitate their cooperation, to improve checks ontransactions involving high-risk third countries, to tackle AML and CFT risks related to virtual currencies(cryptocurrencies), to address AML and CFT risks related to pre-paid instruments and to grant public accessto beneficial ownership registers.
Financial
Dutch banks must set up their business operations in such a way as to ensure prudent business operations.
To this end, banks must have governance arrangements, processes and mechanisms taking into account thefollowing financial risks: (i) credit and counterparty risk, (ii) residual risk, (iii) concentration risk, (iv)securitization risk, (v) market risk, (vi) interest risk arising from non-trading book securities, (vii)
operational risk and outsourcing risks, (viii) liquidity risk, (ix) the risk of excessive leverage, and (x) therisk related to large exposures.
Dutch banks must have in place sound, effective and comprehensive strategies and processes to assess andmaintain on an ongoing basis the amounts, types and distribution of internal capital that they consider
adequate to cover the nature and level of the risks to which they are or might be exposed. This is referred
to as the Internal Capital Adequacy Assessment Process ("ICAAP"). The ICAAP is subject to regularinternal review to ensure that it remains comprehensive and proportionate to the nature, scale andcomplexity of the activities of the bank.
Dutch banks must have in place robust strategies, policies and systems for the identification, measurement
management and monitoring of funding positions, so as to ensure that institutions maintain adequate levelsof liquidity buffers and adequate funding. This is referred to as the internal liquidity adequacy assessment
process ("ILAAP"). Banks may combine the ICAAP and ILAAP, which is generally referred to as the
ICLAAP.
Remuneration
Dutch banks are required to have a remuneration policy that is consistent with and promotes sound andeffective risk management, does not encourage risk-taking that exceeds the level of tolerated risk and is inline with the business strategy, objectives, values and long-term interests of the bank.

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On 7 February 2015, the Act on Remuneration Policies in Financial Enterprises (Wet beloningsbeleid
financiële ondernemingen) ("ARPFE") entered into force which is also applicable to Dutch-based banks.
The ARPFE introduces a cap for variable remuneration of 20% of the fixed remuneration, applicable to all
staff working under the responsibility of a financial firm (financiële onderneming) with its seat in the
Netherlands, such as Adyen. In the ARPFE, the following exceptions to the 20% cap are included: (i) for
staff who predominantly work in the Netherlands for which their remuneration does not exclusively follow
from a collective labor agreement, the 20% cap does not apply on an individual basis, but it applies to theaverage variable remuneration of such staff whereby the maximum variable remuneration is capped at100% of the fixed remuneration of each individual, (ii) for staff that work predominantly outside of theNetherlands but in the EU, there is an individual variable remuneration cap of 100% of fixed remuneration,(iii) for staff that work predominantly outside the EU, an individual variable remuneration cap of 200% of
fixed remuneration applies, subject to shareholder approval and notification to the regulator, (iv) for staff
of a Dutch international holding company in case in a period of five years at least 75% of all persons
working within the group of such Dutch international holding company worked predominantly outside theNetherlands for three out of five years, (v) for branches in the Netherlands of CRD-IV governed financial
institutions and (vi) no bonus cap applies to managers of alternative investment funds and undertakings forthe collective investment in transferable securities. In addition, the ARPFE also covers a number of othertopics, such as strict conditions on severance pay and retention bonuses, prohibition on guaranteed bonuses
and claw-back and malus of variable remuneration. See also "Management, Employees and Corporate
Governance – Remuneration – Restrictions on Remuneration".
SREP and Pillar II Measures
DNB is responsible for carrying out supervisory reviews and stress tests in order to determine whether thearrangements, strategies, processes and mechanisms put in place by a bank and the own funds and liquid
assets held by it ensure the sound management and coverage of its risks. The supervisory review of, among
other things, a bank's ICAAP and ILAAP is referred to as the "SREP". While undertaking the reviews andstress tests, DNB seeks to apply the European supervisory methodology to the extent possible.
As part of the annual SREP, DNB assesses Adyen's capital adequacy. This assessment covers both the pillar
I risks mentioned in CRR, as well as pillar II risks not included in the total risk exposure amount. The total
capital requirement for pillar I and pillar II, including supervisory add-ons, is expressed as a percentage of
total risk weighted assets (minimum CET1 ratio). Fluctuations in total risk weighted assets may influence
the minimum CET1 ratio. See also the paragraph "Capital and Liquidity Requirements" below and the risk
factor "As a result of capital and/or liquidity requirements, Adyen may not be able to manage its capitaland liquidity effectively, which may adversely affect its business performance."
As Adyen obtained its banking license in April 2017, a first SREP decision in respect of Adyen has not yet
been taken by DNB. In July 2017, DNB informed Adyen that it had imposed a total required amount ofown funds of €139 million, including a €24 million capital conservation buffer. At 31 December 2017,
Adyen's own funds (CET1) stood at approximately €311 million, corresponding to a CET1 capital ratio of
approximately 50%. At 31 March 2018, Adyen's CET1 capital stood in excess of €380 million,
corresponding to a CET1 capital ratio of approximately 43%. This decrease in Adyen's CET1 capital ratioat 31 March 2018 was the result of the increase in CET1 capital offset by the increase in risk-weighted
assets as a result of the changes in Adyen's financial position at 31 March 2018 described in "Operating
and Financial Review – Liquidity and Capital Resources".
As a SREP decision in respect of Adyen has not yet been taken, no pillar II requirements (or guidance) are
known for 2018. That said, for 2018 Adyen's CET1 capital ratio is expected to be above the combined 4.5%
pillar I CET1 requirement, any expected Pillar II/SREP requirement levels for 2018 and the combined
buffer requirement (of 2.5% for 2018). In addition, for 2018 Adyen's CET1 capital is expected to be
sufficient to fulfil any total capital ratio requirements (consisting of 8% own funds, 2.5% combined buffer
requirements and Pillar II/SREP requirements (if any)).
At 31 December 2017, Adyen's liquidity coverage ratio stood at approximately 2,136%. As regards the net
stable funding ratio: Adyen is primarily equity funded and there is no long-term debt-funding. Due to thepositive cash flow from operations there is no need for short or long-term funding. Finally, on 31 December
2017, Adyen's leverage ratio stood at approximately 30%. Adyen will monitor that the leverage ratio willremain comfortably above the legally required 3% minimum.

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The overall capital management process of Adyen meets the requirements set by DNB. DNB annually
reassesses the outcome of the ICAAP and ILAAP as part of the SREP. The assessment by DNB may trigger
an adjustment of the minimum SREP capital requirements and of capital management in general.
Capital and Liquidity Requirements
Basel I, II and III
The Basel Committee sets international minimum supervisory standards in relation to capital adequacy andliquidity. In July 1988, the Basel Committee adopted risk-based capital guidelines referred to as the Basel
Capital Accord ("Basel I"), introducing a minimum capital ratio of capital to risk-weighted assets of 8%.
Basel I was followed by the Revised Capital Framework ("Basel II") in 2004, which introduced threepillars: (i) minimum risk-based capital requirements (pillar 1), which expanded the principles set out in
Basel I, (ii) requirements for banks to assess the adequacy of their capital and a supervisory review of the
bank's internal assessment process (pillar 2), and (iii) disclosure requirements to strengthen market
discipline and encourage sound banking practices (pillar 3).
In 2009, the Basel Committee issued proposals to enhance Basel II ("Basel II Enhancements"). The Basel
II Enhancements introduced, among other things: (i) supplementary guidance to pillar 2 by addressing theflaws in risk management practices, by raising standards for firm-wide governance and risk management,
managing risk concentrations, and providing incentives for banks to better manage risk and returns overthe long-term and (ii) enhancements to pillar 3 (market discipline) by strengthening disclosure requirements
for, among other things, off-balance sheet exposures and trading activities.
Later in 2009, the Basel Committee proposed a number of fundamental reforms to the regulatory capitalframework in its documents entitled "Strengthening the resilience of the banking sector" and "Internationalframework for liquidity risk measurement, standards and monitoring". In 2010 (with various revisions takenplace since the first publication) the Basel Committee published a framework referred to as Basel III: A
global regulatory framework for more resilient banks and banking systems (the "Basel III Framework").
The Basel III Framework sets out requirements for higher and better quality capital, better risk coverage,
the introduction of a non-risk-based leverage ratio requirement, and the introduction of a liquidity standard
and a stable funding requirement. The Basel Committee's package of reforms included increasing theminimum common equity tier 1 (or equivalent) requirement to 4.5% (after the application of stricter
regulatory adjustments). The Tier I capital requirement (consisting of common equity tier 1 and additionaltier 1) was also increased to 6%. In addition, banks are required to maintain, in the form of common equity
tier 1 (or equivalent), a capital conservation buffer of 2.5% to withstand future periods of stress, bringing
the total minimum common equity tier 1 (or equivalent) requirements to 7%. In the event of excess credit
growth in any given country resulting in a system-wide build-up of risk, a countercyclical buffer of up to
in principle 2.5% of common equity tier 1 (or other fully loss absorbing capital) may be applied as anextension of the conservation buffer. Furthermore, banks considered to have systemic importance are
required to have loss absorbing capacity beyond these standards.
The Basel Committee's reforms also introduced a non-risk sensitive leverage ratio of 3% in order to limit
an excessive build-up of leverage on a bank's balance sheet. The Basel Committee's reforms have also
introduced two international minimum liquidity requirements (i) a liquidity coverage ratio ("LCR") and(ii) a net stable funding ratio ("NSFR"). The objective of the LCR is to strengthen the short-term resilienceof the liquidity risk profile of banks. Banks are required to maintain an adequate buffer of unencumberedhigh-quality liquid assets that can be converted easily and immediately in private markets into cash to meetbanks' liquidity needs for a 30 day liquidity stress scenario. The NSFR is a 'test' to promote resilience overa longer period by requiring banks to hold a minimum number of stable sources of funding relative to theliquidity profiles of the assets and the potential contingent liquidity needs arising from off-balance sheet
commitments.
In 2014, 2015 and 2016 the Basel Committee published consultations for revised standardized RWA
calculations and on the application of capital floors. On 7 December 2017, the Basel Committee publishedthe finalized Basel III reforms as improvements to the global regulatory framework ("Basel III Reforms")(informally referred to as Basel IV). Basel III Reforms seeks to restore credibility in the calculation of
RWA and improve the comparability of banks' capital ratio. The most important changes involve stricter
rules for internal models. The rules for calculating RWAs for credit risk will be tightened, under the
standardized approach as well as under the internal ratings-based (IRB) approach. Furthermore, therequirements for the risk-weighting of mortgage will change. In accordance with Basel III Reforms, banks- 108 -

'calculations of RWAs generated by internal models cannot, in aggregate, fall below 72.5% of the RWA
computed by the standardized approaches. The implementation will be gradual, over a nine-year period. A
50% floor comes into effect at the start of 2022, followed by 5% increases every year until 2026, when 70%
will be the floor. The final 72.5% floor will be in effect in 2027.
CRD, CRD II, III and IV and CRR
Since 1989, a number of successive directives have implemented the capital requirements set out in BaselI and Basel II in the European Economic Community and, thereafter, the EEA.
Most recently, the strengthened capital, liquidity and leverage ratio requirements for banks set forth in the
Basel III Framework were implemented in the EEA by CRD IV in 2014. In addition to CRD IV, the CRR
was adopted. CRD IV replaced the preceding capital requirements directives and was transposed into Dutch
law mainly by the Implementing law CRD IV and CRR (Implementatiewet richtlijn en verordening
kapitaalvereisten), mainly amending the Dutch Financial Supervision Act. The application in full of all
measures under CRD IV (including any national implementation thereof in the Netherlands) will have to
be completed before 1 January 2019. CRR has been applicable to banks since 1 January 2014 (andconsequently to Adyen since it obtained its banking license on 25 April 2017). CRR, as an EU Regulation,is directly applicable in the EEA and does not require transposition into national law. Differences between
the Basel III Framework on the one hand and CRD IV and CRR on the other do exist. Only CRD IV astransposed into Dutch law and CRR, as well as the regulations pursuant to that legislation, are legallybinding on Adyen. CRR has been amended by Commission Delegated Regulation (EU) 2015/62 of 10
October 2014 amending Regulation (EU) No 575/2013 of the European Parliament and of the Council("Leverage Ratio DR") with regard to the leverage ratio.
DNB has issued the Regulation on specific provisions CRD IV and CRR, a regulation in which DNB has
set out how it uses certain options and discretions which CRR grants to national competent authorities andimplements a number of (transitional) provisions set out in CRR including regarding the required CET1
capital ratio of 4.5% and Tier I capital ratio of 6%, confirming that these ratios apply as of 1 January 2014,
and the method for calculating the maximum distributable amount.
CRR established a single set of harmonized prudential rules which applies directly to all banks in the EEA
as of 1 January 2014 (and to Adyen since it obtained its banking license on 25 April 217) with particularrequirements being phased-in over a period of time, to be fully applicable by 2023. The harmonized
prudential rules include minimum own funds requirements (4.5% CET1 capital ratio, 6% Tier I capital ratio
and 8% total capital ratio, obtained by dividing the relevant capital measure by a risk exposure amountcalculated on the basis of a standardized method or a more tailor-made method using internal models andcalculations in order to quantify the risks run by the bank which include credit risks, market risks andoperational risks) and a requirement to report on the bank's NSFR, allowing the competent supervisory
authority to assess the availability of stable funding.
Furthermore, Dutch credit institutions have an obligation to maintain a liquidity buffer under the Regulation
on specific provisions CRD IV and CRR and reporting requirements under CRR relating to the liquidity
buffer. Credit institutions are required to report information on the LCR to DNB on a monthly basis, byusing the templates in the Commission Delegated Regulation (EU) 2016/322. Commission DelegatedRegulation (EU) 2015/61 ("LCR DR") sets out further detailed requirements regarding the LCR. Under
these requirements, the liquidity of a bank is sufficient if the existing liquidity at least equals the required
liquidity (which corresponds to an LCR of 100%). The required liquidity of a bank is the total of theweighted outgoing cash flows based on the scheduled items, plus the weighted entrusted funds and otheritems not included in the maturity schedule that can be called up or could lead to a payment obligation
during the weekly period (first seven calendar days following the reporting date (date of the day directly
preceding the reporting period)) or the monthly period (first calendar month following the reporting day)respectively. The required liquidity consists of the aggregate of the estimated contingent calls on potential
liquidity needs as derived from amounts maturing on expiry of a contractual term, withdrawals of depositedfunds without a contractual term, and the possible utilization of committed or conditionally committed
funds. Adyen is currently in a dialogue with DNB on the classification and related outflow rate of certain
merchant payables under the LCR DR. The dialogue and any unfavorable outcomes are not expected tohave a material impact on the Adyen's compliance with regulatory liquidity or capital requirements.
However, the outcome of this dialogue could result in future requirements for Adyen to hold additionalliquid assets of sufficient quality as set out in the LCR DR.

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CRR also includes the obligation to report on the bank's leverage ratio (this requirement is similar to theleverage ratio requirement set out in the Basel III Framework, however, CRR does not provide for arequirement to meet a minimum ratio but merely for a reporting requirement). The leverage ratio is a nonrisk based measure, defined as the Tier I capital (numerator) divided by an exposure measure (denominator).
The exposure measure is calculated as the sum of the exposure values of all assets and off-balance sheet
items in accordance with the principles set out in CRR. On 18 January 2015, the Leverage Ratio DR enteredinto force. The Leverage Ratio DR amends the calculation of the leverage ratio calculated in accordancewith CRR.
EU Banking Reform Proposals
On 23 November 2016 the European Commission published the EU Banking Reform Proposals, acomprehensive package of proposed amendments primarily centered around CRD IV, CRR and the BRRD.
The EU Banking Reform Proposals is part of the on-going upgrade of CRD IV to amongst others implement
international standards adopted in furtherance of Basel III and seeks to bring the EU's existing minimum
MREL requirement under the BRRD in line with the FSB's total loss absorbing capacity ("TLAC")
standard for G-SIIs. The EU Banking Reform Proposals includes a proposal for the Regulation of theEuropean Parliament and of the Council amending CRR as regards the leverage ratio, the net stable funding
ratio, a (harmonised) binding liquidity coverage ratio, requirements for own funds and eligible liabilities,
counterparty credit risk, market risk, exposures to central counterparties, exposures to collective investment
undertakings, large exposures, reporting and disclosure requirements and amending Regulation (EU) No
648/2012 (COM(2016) 850 final).
Capital Buffers
Further to CRD IV, a minimum CBR will be imposed on top of the minimum CET1 capital requirement of
4.5% of a bank's total risk exposure amount ("TREA") and any Pillar II requirements. The Dutch legislator
has implemented the CBR in the Dutch Financial Supervision Act and the implementing Decree on
prudential rules Dutch Financial Supervision Act (Besluit Prudentiële regels Wft). The implementing rules
entered into force on 1 August 2014. The CBR consists of the following elements:(1)

capital conservation buffer (kapitaalconserveringsbuffer): set at 2.5% of RWA (TREA);(2)

bank-specific countercyclical capital buffer (contracyclische kapitaalbuffer): the bank-specificcountercyclical capital buffer rate shall consist of the weighted average of the countercyclicalcapital buffer rates that apply in the jurisdictions where the relevant credit exposures are located;
this rate will be between 0% and 2.5% of RWA (TREA) (but may be set higher than 2.5%);(3)systemic relevance buffer (systeemrelevantiebuffer): the systemic relevance buffer shall consist ofa buffer for global systemically important institutions ("G-SIIs") and for other systemicallyimportant institutions ("O-SIIs") to be determined by DNB. The buffer rate for O-SIIs can be up
to 2% of RWA (REA). The buffer rate for G-SIIs can be between 1% and 3.5% of RWA (TREA);
and

(4)

systemic risk buffer (systeemrisicobuffer): set as an additional loss absorbency buffer to preventand mitigate long-term non-cyclical systemic or macro-prudential risks not covered by CRR, of apercentage between 1% and 3% of RWA (TREA) (but may be set higher than 3%). The buffer rate
will be reviewed annually by DNB.

When a bank is subject to a systemic relevance buffer and a systemic risk buffer, either (i) the higher ofthese buffers applies or (ii) these buffers are cumulative, depending on the location of the exposures which
the systemic risk buffer addresses.
Currently, DNB has only imposed a capital conservation buffer on Adyen of 2.5% (on a fully phased-in
basis) and as a consequence Adyen's CBR stands at 2.5% (on a fully phased-in basis). The CBR must be
met with CET1 capital and will be gradually phased-in in quartiles from 1 January 2016 to fully apply by
1 January 2019. Therefore, for the year 2018 Adyen's CBR will be 2.5%.
If a bank fails, or as a result of a distribution of dividend, payment of variable remuneration or payment
under the terms of an AT1 issuance would fail, to meet the CBR, it is prohibited from making distributions
in connection with its CET1 capital. In addition, the law implementing CRD IV and CRR allows DNB to
restrict or prohibit dividend payments if in its view such measure is needed to strengthen Adyen's capital- 110 -

in view of prudential requirements. See the risk factor "As a result of capital and/or liquidity requirements,
Adyen may not be able to manage its capital and liquidity effectively, which may adversely affect its
business performance." and the risk factor "The payment of any future dividends will depend on Adyen's
financial condition and results of operations."
Structural Supervision
As a licensed bank, Adyen is subject to the ongoing direct supervision of DNB and indirect supervision of
the ECB (see also "Regulation in Jurisdictions in Which Adyen Currently Operates under Local Licenses– Supervisory Authorities"). In addition, as a licensed bank Adyen is subject to the following structural
supervision:
Declaration of No-Objection for Transactions performed by a BankThe Dutch Financial Supervision Act provides that banks with a seat in the Netherlands must obtain adeclaration of no-objection from DNB before, among other things: (i) acquiring or increasing a qualifying
holding (a 'qualifying holding' is a direct or indirect holding of 10% or more of the issued share capital ofan enterprise, or the ability to exercise directly or indirectly 10% or more of the voting rights in anenterprise, or the ability to exercise directly or indirectly a comparable degree of control in an enterprise)in a bank, investment firm or insurer with its corporate seat in a state which is not part of the EEA, or in afinancial institution that has not obtained a supervisory status certificate, if the balance sheet total of thatbank, investment firm, insurer, or financial institution at the time of the acquisition or increase amounts tomore than 1% of the bank's consolidated balance sheet total, (ii) acquiring or increasing a qualifying holding
in an enterprise, that is not a bank, investment firm, financial institution or insurer with its corporate seat inor outside the Netherlands, if the amount paid for the acquisition or increase, together with the amounts
paid for a previous acquisition or increase of a holding in such enterprise, amounts to more than 1% of theconsolidated available equity capital of the bank, (iii) taking over, directly or indirectly, all or a substantial
part of the assets and liabilities of another enterprise or institution, if the total amount of the assets or theliabilities to be taken over amounts to more than 1% of the bank's consolidated balance sheet total, (iv)merging with another enterprise or institution, if the balance sheet total of the enterprise or institution
involved in the merger exceeds 1% of the consolidated balance sheet total of the bank or (v) proceedingwith a financial or corporate reorganization.
Declaration of No-Objection for a Qualifying Holding in a Bank
In addition, each person is required to obtain a declaration of no-objection from the ECB (if it concerns abank) or DNB (in other cases) before it may hold, acquire or increase a qualifying holding in, among others,a bank with its corporate seat in the Netherlands, or exercise any voting power in connection with suchholding. The Dutch Financial Supervision Act further provides that DNB must be notified in advance ofany change in a qualifying holding in, among others, a bank (i) as a result of which the size of this holding
increases beyond the following thresholds: 20%, 33% or 50%, or as a result of which the bank concerned
becomes a subsidiary or (ii) as a result of which the size of this holding falls below 10%, 20%, 33% or 50%
or as a result of which the bank ceases to be a subsidiary. The above requirement to obtain a declaration ofno objection for a qualifying holding in a bank implements the requirements relating to qualifying holdings
in banks as set out in CRD IV.
Supervision of Banking Services and Activities
GeneralThe Dutch Financial Supervision Act provides for a comprehensive framework for the conduct of business
requirements that must be met by banks providing financial products and services in or from theNetherlands. The competent authority responsible for carrying out conduct of business supervision in the
Netherlands is the AFM.
Also in the interest of the stability of the financial system, conduct of business supervision focuses on
ensuring orderly and transparent financial market processes, proper relationships between market
participants and the exercise of due care by financial firms in dealing with clients.

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Information Obligations
The Dutch Financial Supervision Act, the Decree on Conduct of Business Supervision of Financial Firms
Dutch Financial Supervision Act (Besluit Gedragstoezicht financiële ondernemingen Wft) and otherregulations, including rules issued by the AFM, provide for detailed requirements in respect of theinformation that must be made available to clients to whom regulated activities or services are provided by,among others, banks, such as in relation to the contents and presentation of such information. A substantial
part of the regulations containing such information obligations implements European legislation, such as
PSD2 (see the paragraph "Payment Services" below). Banks are required to comply with these information
obligations when providing financial services including payment services.
Duty of CareDue to their position in Dutch society (maatschappelijke functie) and their specific expertise, under Dutch
law, financial institutions in the Netherlands owe a duty of care (zorgplicht) to society. A financial
institution, such as a bank, in dealing with its clients, must therefore comply with specific rules relating toduty of care provided by the Dutch Financial Supervision Act and the Decree on Conduct of BusinessSupervision of Financial Firms Dutch Financial Supervision Act, which include provisions on clientclassification, disclosure requirements and know your-customer obligations. The duty of care applies to theentire relationship between client and financial institution, including to the steps taken by the latter when
the client does not meet its obligations such as providing sufficient information upon Adyen's request. In
addition, financial institutions must, among other things, inform clients about costs that will be charged
upon termination of agreements. Financial institutions are subject to a certain level of duty of care whichapplies to all customer facing activities even when the underlying product does not originate from thefinancial institution. The scope of the duty of care standards referred to above differs depending on the typeof service rendered or product sold, and the nature of (the activities of) the clients and third parties affected.
If a duty of care is violated, claims may be based on general principles of contract, tort, securities or otherlaw, including for violation of standards of reasonableness and fairness, error, wrongful treatment or faulty
due diligence. Actions may be brought individually by persons that suffered losses or damages, or on behalfof a large number of – sometimes initially unnamed persons – in class-action style proceedings. Proceedings
may be brought in court or before the Dutch financial institute for out of court settlements of financial
disputes (Klachteninstituut Financiële Dienstverlening).
In addition, European and national regulations increasingly require financial institutions to provide
elaborate disclosure to clients on services and products to permit clients to more reliably assess the service
or product, to enable them to compare it with similar services or products offered by other providers or to
inform clients on their rights vis-à-vis the financial institution.
Knowledge and Competence Requirements for Staff
Banks must ensure that their staff possess and keep up-to-date an appropriate level of knowledge andcompetence required for the provision of financial services and investment services.
Recovery and Resolution
The BRRD was adopted by the European Parliament and the Council on 15 May 2014 and has been
implemented in the Netherlands in November 2015 in legislation which substantially replaced the previous
provisions of the Dutch Financial Supervision Act in relation to bank resolutions. The BRRD provides aset of tools available to competent authorities to intervene sufficiently early and quickly in an unsound or
failing bank (or certain group entities) so as to ensure the continuity of the bank's (or its group's) criticalfinancial and economic functions, while minimizing the impact of its failure on the economy and financial
system. In furtherance of the BRRD, the SRM Regulation described above has established uniform rules
and a uniform procedure for the resolution of entities within the Banking Union. As mentioned above under"CRD, CRD II, III and IV and CRR", on 23 November 2016 the European Commission published the EU
Banking Reform Proposals, including proposed amendments to the BRRD and the SRM Regulation. It alsoseeks to bring the MREL requirement under the BRRD and SRM Regulation in line with the FSB's TLAC
standard for global systemically important banks ("G-SIBs"). See "Risk Factor—"Adyen may be subject tothe intervention and resolution powers under the Dutch Financial Supervision Act, the BRRD and the SRM
Regulation, which could have a material adverse effect on Adyen's business, results of operations, financial
condition and prospects."- 112 -

Recovery and Resolution Plans
Banks are required to draw up and maintain a recovery plan. This plan must provide for a wide range ofmeasures that could be taken to restore a bank's financial condition in case it significantly deteriorates.
Banks must submit the plan to the competent supervisory authority for review and update the plan annuallyor after changes in their legal or organizational structure, business or financial situation that could have amaterial effect on the recovery plan. Recovery measures could include the strengthening of the bank's
capital or divesting part of its business.
DNB as the national resolution authority for Adyen is required to draw up a resolution plan for Adyenproviding for resolution actions it may take if Adyen fails or is likely to fail and the resolution plan must
be reviewed (and where necessary updated) annually or after material changes to the legal or organizational
structure of the institution or to its business or its financial position that could have a material effect on theeffectiveness of the plan or otherwise necessitates a revision of the resolution plan. In drawing up orreviewing the resolution plan, DNB may identify material impediments to the resolvability of Adyen.
Where necessary, DNB may require the removal of such impediments. DNB may also require a bank toissue additional capital instruments or liabilities. The BRRD and SRM Regulation require furthermore thatbanks at all times meet a robust MREL. The required level of MREL is set on a case by case basis by DNB
and is based on criteria set forth in the BRRD and the SRM Regulation and further detailed in theCommission Delegated Regulation (EU) 2016/1450 with regard to regulatory technical standards
specifying the criteria relating to the methodology for setting the minimum requirement for own funds andeligible liabilities ("RTS on MREL") and depends on the assessment of the level of MREL that is required
to successfully implement the resolution plan.
Although as of the date of this Prospectus DNB has not imposed a minimum MREL requirement on the
Company, DNB may do so in the future. A failure by Company to comply with MREL requirements may
prohibit it from making capital distributions.
In addition to the adoption of the laws, regulations and other measures described herein, regulators andlawmakers around the world are actively reviewing the causes of the financial crisis and exploring steps to
avoid similar problems in the future. In many respects, this work is being led by the FSB consisting ofrepresentatives of national financial authorities of the G20 nations. The G20 and the FSB have issued aseries of papers and recommendations intended to produce significant changes in how financial companies,
particularly companies that are members of large and complex financial groups, should be regulated. The
FSB has developed proposals to enhance the TLAC of G-SIBs in resolution. On 9 November 2015, the
FSB issued the final TLAC standard for G-SIBs. Adyen is not a G-SIB. Like the MREL for EU banks, the
TLAC standard has been designed so that failing credit institutions (G-SIBs in this case) will have sufficient
loss-absorbing and recapitalization capacity available in resolution for authorities to implement an orderly
resolution that minimizes impacts on financial stability, maintains the continuity of critical functions, andavoids exposing public funds to loss. The TLAC standard defines a minimum requirement for the
instruments and liabilities that should be readily available for bail-in within resolution at G-SIBs, but does
not limit authorities' powers under the applicable resolution law to expose other liabilities to loss throughbail-in or the application of other resolution tools. Although the TLAC standard will not be applicable toAdyen, the MREL requirements that are applicable to Adyen under the BRRD and SRM Regulation will
likely change in the future as a result of the implementation of the TLAC standard into EU law. For instance,
the liabilities eligible for the MREL are expected to be aligned with the eligibility criteria provided in the
TLAC standard (with certain exceptions and options for the resolution authorities).
Early Intervention
If a bank infringes or, due to a rapidly deteriorating financial condition, is likely to infringe capital or
liquidity requirements in the near future, DNB has the power to impose early intervention measures on suchbank. A rapidly deteriorating financial condition could, for example, occur in the case of a deterioration in
the liquidity situation. Intervention measures include the power to require changes to the legal or operational
structure of a bank, or the business strategy, and the power to require the management board to convene ageneral meeting, failing which DNB can directly convene a general meeting, in both cases with the powerof DNB to set the agenda and require certain decisions to be considered for adoption by the general meeting.

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Pre-Resolution Measures and Resolution Measures
If a bank reaches a point of non-viability DNB can take pre-resolution measures. These measures include
the write-down and cancellation of shares and the conversion of capital instruments into shares.
If a bank meets the conditions for resolution, DNB may take one or more resolution measures. Conditions
for resolution are: (i) the bank fails or is likely to fail (point of non-viability), (ii) having regard to thecircumstances, there is no reasonable prospect that any alternative private sector or supervisory action
would, within a reasonable timeframe, prevent the bank from failing, and (iii) the resolution measure is in
the public interest. A bank is considered to fail or likely to fail if there are objective elements to support a
determination that in the near future the bank will infringe capital requirements, the bank's liabilities will
exceed its assets, the bank will infringe regulatory liquidity requirements or the bank will be unable to pay
debts and liabilities as they fall due.
DNB has four resolution tools and powers which may be used alone or in combination: (i) sale of business– which enables resolution authorities to direct the sale of the firm or the whole or part of its business oncommercial terms; including a transfer of the shares or other instruments of ownership; (ii) bridge
institution – which enables resolution authorities to transfer all or part of the business of the firm, including
a transfer of the shares or other instruments of ownership, to a "bridge institution" (an entity created for thispurpose that is wholly or partially in public control); (iii) asset separation – which enables resolution
authorities to transfer impaired or problem assets to one or more publicly owned asset management vehicles
to allow them to be managed with a view to maximizing their value through eventual sale or orderly wind
down (this can be used together with another resolution tool only); and (iv) a bail-in tool that would enable
the write-down of shares or the write-down and conversion of debt into equity, or the cancellation thereof,
to strengthen the financial condition of the failing bank and allow it to continue as a going concern subject
to appropriate restructuring. If DNB considers that the application of the instruments would not be in the
public interest, it can instruct application for bankruptcy or emergencies regulations under Dutch law
instead.
In addition to certain general powers set out above, DNB has also been granted certain ancillary powers.
DNB may for instance decide to cancel or modify the terms of a contract to which the bank is a party or
replace the bank as a party thereto. Furthermore, subject to certain conditions, DNB may decide to
temporarily suspend the exercise of certain rights of counterparties vis-à-vis the bank or the performanceof payment or delivery obligations by the bank. In addition, certain counterparty rights may be excluded in
the event such rights come into existence or become enforceable as a result of any early intervention or
resolution measure or any event in connection therewith (subject to further conditions). There are
discussions ongoing on an EU level to extend the NRAs (including DNB) suspension powers, including a
new moratorium tool that can be employed in the early intervention phase.
Resolution FundThe Single Resolution Fund will be financed by ex-ante individual contributions from banking entities
included in the SRM, including Adyen. The individual contribution of each bank will be based on a flat
contribution (that is pro-rata based on the amount of liabilities excluding own funds and covered deposits,in comparison to the total liabilities, excluding own funds and covered deposits, of all participating banks)
and a risk based contribution. In addition, where the funds of the Single Resolution Fund are not sufficient
to cover the losses, costs or other expenses incurred by the use of the Single Resolution Fund in resolution
actions, extraordinary ex-post contributions from the participating banks may be raised to a maximum of
three times the annual amount of the individual contribution. The funding obligation entered into force on
1 January 2016, and in principle after eight years from that date, the available financial means of the Single
Resolution Fund must in principle be at least 1% of the amount of covered deposits of all participatingbanks.
A bank is only eligible for contribution by the Single Resolution Fund after a resolution action is taken, if
the holders of instruments of ownership such as the Shareholders, the holders of relevant capital instruments
and other eligible liabilities have made a contribution (by means of a write-down, conversion or otherwise)
to loss absorption and recapitalization. Such contribution should, for all shareholders, holders of relevant
capital instruments and other liabilities in aggregate be equal to an amount not less than 8% of the total
liabilities (including own funds and measured at the time of the resolution action). Any such contribution
by the Single Resolution Fund may furthermore not exceed 5% of its available funds.

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Intervention Act
In 2012, the Dutch government adopted banking legislation dealing with ailing banks (Special Measures
Financial Institutions Act, Wet bijzondere maatregelen financiële ondernemingen, the "Dutch
Intervention Act"). Pursuant to the Dutch Intervention Act, substantial new powers were granted to DNB
and the Dutch Minister of Finance enabling them to deal with, inter alia, ailing Dutch banks prior to
insolvency.
The national framework for intervention with respect to banks by DNB has been replaced by the law
implementing the resolution framework set out in the BRRD (as defined below). However, the powers
granted to the Dutch Minister of Finance under the Dutch Intervention Act remain. The Dutch Minister ofFinance may take measures including the expropriation of shareholders of a financial firm (financiële
onderneming) or its parent, in each case if it has its corporate seat in the Netherlands, if in the Minister ofFinance's opinion the stability of the financial system is in serious and immediate danger as a result of thesituation in which the firm finds itself.
Emergency Regime
The Dutch Financial Supervision Act provides for an emergency regime (noodregeling) which the court
can declare in respect of a bank with its corporate seat in the Netherlands at the request of DNB if DNB
perceives signs of a dangerous development regarding the bank's own funds, solvency or liquidity and it
can reasonably be foreseen that this development cannot be sufficiently or timeously reversed. As of thedate of the emergency, only court-appointed administrators have the authority to exercise the powers of therepresentatives of the bank. In addition, the emergency regime provides for special measures for theprotection of the interests of the creditors of the bank. A bank can also be declared bankrupt by the court.
Deposit Guarantee Scheme
In the Netherlands, the provisions of the DGS Directive have been implemented as of 26 November 2015.
Under the new rules, the funding of the old DGS has been changed from an ex-post funded system to apartially ex-ante funded system. This means that participating banks will have to contribute to the scheme
on a periodic basis rather than face charges when an actual insolvency event occurs requiring them tocompensate the clients of the affected banks. The available funds in the Deposit Guarantee System will in
principle need to be 0.8% of the amount of covered deposits held with the participating banks in 2024.
Contributions will be based on the covered deposits of the bank and risk based contributions, but Member
States may also impose minimum contributions. Under the new rules the scope of clients for whom thedeposit guarantee will be available has been broadened and include, in addition to consumer deposits,
deposits of businesses of customers. The transparency and information requirements to customers havebeen amended and the period for making payments under the DGS has been shortened from 20 businessdays to seven business days. See "Risk Factor"- "Adyen may be subject to risk associated with deposit
guarantee schemes and similar funds, which may increase Adyen's costs and have a material adverse effecton Adyen's business, results of operations, financial condition and prospects".
Payment Services
Payment Services Directive 2 (PSD2)
On 24 July 2013, the European Commission adopted a new legislative package in the field of the EU
payments framework. The package included a proposal for a revised Payment Services Directive ("PSD2")
and the "Interchange Fees Regulation".
The PSD2 has been finalized and was published as a consolidating new Directive (2015/2366/EU) in the
Official Journal of the European Union on 23 December 2015. PSD2 has replaced the previous PSD on 13
January 2018. The main objectives of PSD2 are to (i) contribute to a more integrated and efficient European
payments market, (ii) improve the level playing field (including new players), (iii) make payments safer
and more secure, (iv) improve consumer protection, and (v) encourage lower prices for payments. See
below for further detail on (ii) and (iii). PSD2 also broadens the geographical scope of PSD1, extends
provisions on transparency and information requirements to all currencies (not just EU currencies),
broadens the definition of payment services to include payment initiation services and account information
services and amends various exemptions and conduct of business rules. In particular, given changes to theso-called 'commercial agent' exemption, certain activities of marketplaces (that connect buyers and sellers)- 115 -

such as the facilitation of payments, may fall within scope of PSD2. Consequently, marketplaces may need
services of regulated payment service providers or banks (such as Adyen) to comply with PSD2
requirements.
Although the deadline for implementation of PSD2 in the Member States was 13 January 2018, thelegislative proposal of the Implementation Act for the Revised Payment Services Directive(Implementatiewet herziene richtlijn betaaldiensten) is currently pending before the Dutch parliament. The
Dutch Minister of Finance has indicated that implementation during the first half of 2018 seems realistic.
The provisions of PSD2 will be implemented in the Dutch Financial Supervision Act and the Dutch Civil
Code, similar to the implementation of the previous Payment Services Directive.
Strong Customer Authentication
PSD2 places great emphasis on the security of internet payments and introduces the concept of SCA, which
implies stricter requirements for authenticating online payments or verifying a customer's identity before
accepting an online payment. In short, it requires payments to be authenticated using at least two of thefollowing independent elements:xknowledge (something only the user knows, e.g. a password);x

possession (something only the user possesses, e.g. a hardware token or mobile phone); andxinherence (something the user is, e.g. a fingerprint or facial recognition).

The EBA has drafted RTS on SCA and common and secure communication, which were adopted by theEuropean Commission on 27 November 2017 and entered into force on 14 March 2018. The RTS on SCA
will apply from 14 September 2019, however a small number of provisions apply from 14 March 2019.
These RTS specify technical requirements for SCA, set out exemptions from their application and therequirements with which security measures have to comply in order to protect the confidentiality andintegrity of user's personalized security credentials. In general, payment services providers (such as Adyen)
must apply SCA where a user accesses its payment account online, initiates an electronic paymenttransaction or carries out any action through a remote channel which may imply a risk of payment fraud orother abuse (for example, setting up a new payee). However, the RTS on SCA provide for exemptions fromthe application of SCA, including for:x

low value contactless payments,

x

recurring payments to the same payees which have been previously set up using SCA;x

payments at 'unattended terminals' for transport or parking fares; andxtransactions identified as low risk as a result of 'transaction-risk analysis'.

PSD2 also links use of SCA to the allocation of liability. It provides that if the payer's payment service
provider does not require SCA, the payer will be liable for a disputed transaction only where it has acted
fraudulently, and if the payee or its payment service provider does not accept SCA, then that party shallrefund the payer's PSP for any unauthorized payment.
Third Party Access
PSD2 introduces requirements for banks to grant third-party providers access to bank customer's online
payment account/payment services in a regulated and secure way. This XS2A rule mandates, in the first
instance, that banks or other account-holding payment service providers to facilitate secure access via APIs.
Access to customer online payment accounts via APIs enables the provision of entirely new types ofservices that will now be regulated under PSD2. In particular, third-party payment initiation provided by
payment initiation service providers, and account information services provided by account information
services providers. Through payment initiation service providers, third parties will be able to initiate online
payments to an e-merchant or other beneficiary directly from the payer's bank account. Through accountinformation services providers, third parties will be able to extract a customer's online payment accountinformation data, including transaction history and balances in order to provide them with accountinformation services.

- 116 -

Interchange Fees Regulation
The Interchange Fees Regulation ((EU) 2015/751) was published in the Official Journal of the European
Union on 19 May 2015, and applies from 8 June 2015, with the exception of certain provisions that apply
from 9 December 2015 and other provisions that apply from 9 June 2016 (the "Interchange Fees
Regulation"). The main objective of the Interchange Fees Regulation is to create a level playing field byremoving barriers between national payment markets and allowing new entrants to enter the market, driving
down the fees that retailers pay their banks and ultimately allowing consumers to benefit from lower retailprices.
Data Protection Legislation
Adyen is subject to complex and evolving Dutch, European and other jurisdiction's laws and regulations
regarding the processing (including collection, use, handling, retention, sharing and protection) of personal
data. These data protection laws apply to personal data concerning customers, employees, third parties andother individuals who interact with Adyen.
In particular, the GDPR was adopted on 27 April 2016 and entered into force on 25 May 2018 withimmediate direct application across the EU. The main policy objectives in the GDPR are to: (i) modernize
the EU legal system for the protection of personal data, in particular to meet the challenges resulting fromglobalization and the use of new technologies, (ii) strengthen individuals' rights and at the same time reduce
administrative formalities to ensure a free flow of personal data within the EU and beyond, (iii) improvethe clarity and coherence of the EU rules for personal data protection and achieve consistent and effective
implementation of the privacy rules and application of the fundamental right to the protection of personal
data in all areas of the EU's activities. The GDPR imposes more stringent data protection obligations thanunder the previous EU Directive 95/46/EC (Data Protection Directive) and the WBP, resulting in higher
compliance burdens. The GDPR requires Adyen to be able to demonstrate its compliance with dataprotection principles. In addition, the GDPR increases sanctions for data protection compliance violationsof up to a maximum of €20,000,000 or 4% of the Adyen's global annual net turnover, whichever is higher.
Under the GDPR, data controllers must notify the relevant data protection authority within 72 hours after
becoming aware of potentially serious data security breaches unless the breach is unlikely to result in a risk
to the rights and freedoms of natural persons. In some cases, the data subjects must also be informed of thebreach.
Although the GDPR has immediate direct application across the EU, a GDPR Implementation Act(Uitvoeringswet Algemene verordening gegevensbescherming, "GDPR Implementation Act") has enteredinto force on 25 May 2018. The GDPR Implementation Act ensures effective application of the GDPR, it
revokes the previous WBP and it contains further national legislation or provides for the statutory basis forfurther regulations, in particular regarding the Dutch Authority for Personal Data (Autoriteit
Persoonsgegevens) and the use of national discretions under the GDPR. The Dutch Minister of Justice andSecurity has indicated that a policy neutral change from the WBP to the GDPR was envisaged.
In addition, the Dutch Banking Association and the Dutch Association of Insurers prepared a code of
conduct for the processing of personal data by financial institutions. This code was approved by the Dutch
data protection authority on 13 April 2010 for an initial period of five years (but continues to apply).
In addition, on 10 January 2017 the European Commission published a draft regulation concerning therespect for private life and the protection of personal data in electronic communications and repealing
Directive 2002/58/EC (the "E-Privacy Regulation"). The E-Privacy Regulation affects in principle only
the telecommunications sector, however all other sectors are affected by it to the extent they make use ofelectronic communication means such as e-mail or telephone, or cookies or other similar techniques forcommercial purposes. The fines for infringing the E-Privacy Regulation are the same as those of the GDPR.
The text is not yet final and the impact on the industry still needs to be determined. The European
Commission, the European Parliament and Council will first need to enter into the tripartite negotiations
on the final text. The European Commission urges however the European Parliament and the Council towork swiftly and to ensure its smooth adoption by 25 May 2018, the date as from which the GDPR will
apply. However, a final text is not expected before the summer of 2018 and therefore the proposed date of
25 May 2018 for the entry into force of the new regulation has not been achieved.

- 117 -

Other Developments
Apart from the developments described above, other relevant developments within Adyen's regulatoryenvironment include the following.
On 30 September 2015 the European Commission published an action plan on building a Capital Markets
Union ("CMU"). The key objectives of the CMU are to improve the free movement of capital by removing
the barriers to cross-border investments and to diversify the sources of funding. The CMU aims tocomplement Europe's tradition of bank financing by (i) unlocking more investments from the EU and therest of the world, (ii) connecting financing more effectively to investment projects across the EU, (iii)making the financial system more stable, (iv) reinforcing financial integration and (v) increasing
competition. As part of the CMU that may in particular become relevant for Adyen, the European
Commission has announced that the ESAs will prioritize FinTech and will coordinate national initiatives
to promote innovation and strengthen cybersecurity and the ESAs will take account of technologicalinnovation in all the tasks they perform. Separately, in March 2017 the European Commission has publisheda Consumer Financial Services Action Plan, which intends to set out ways to provide European consumers
with more choice and better access to financial services across the EU. The Consumer Financial Services
Action Plan focuses on technology as a driver towards a more integrated market for financial services. The
plan identifies various proposed actions including consideration of how to achieve greater transparency forcurrency conversions and supporting the development of FinTech for retail financial services. On 28 March2018 the European Commission published a Proposal for a Regulation of the EP and Council amending
Regulation (EC) No 924/2009 as regards certain charges on cross-border payments in the Union andcurrency conversion charges. It is proposed that the price of a cross-border payment transaction in euro
within the European Union should not be different from that of domestic transactions within a Member
State conducted in the national currency of that Member State. The proposal establishes the principle thatpayment service providers must align fees for cross-border payments in euro with those for corresponding
domestic payments in the national currency of the payment service user's Member State, also for Member
States which do not have the euro as their national currency. The proposal further introduces requirements
on payment service providers (Adyen) to ensure transparency prior to a payment as well as comparabilityof alternative options for currency conversion. The impact of the proposal on Adyen's activities is expected
to be limited.
International Regulation
US Regulations
In the United States, Adyen Inc. (Adyen's wholly owned subsidiary), is registered with the Financial Crimes
Enforcement Network (FinCEN), and has obtained money transmission licenses in the individual states as
set out below. The money transmission licenses allow Adyen Inc. to conduct all permissible moneytransmission activity including pay-outs in these respective states (such features, the "Pay-Out Services").
Such Pay-Out Services would allow Adyen Inc. to amongst others service market places throughout theUnited States.
Adyen Inc. holds money transmission licenses permitting Pay-Out Services in 42 States and is exempt fromholding a license/authorization in 8 US States.
Overview of Adyen Inc.'s US licenses
Adyen - entity

Services

Authorization

Supervisor

Adyen Inc.

Pay-Out Services

Money
License:State Authority in Alabama, Alaska,
Arizona, Arkansas, California,
Connecticut, Delaware, Georgia,
Florida, Hawaii, Idaho, Iowa,
Louisiana,
Kansas,Kentucky,
Maine,
Maryland,
Minnesota,
Michigan, Mississippi, Missouri,
Nebraska, Nevada, New Hampshire,
New Jersey, New York, North
Carolina, North Dakota, Ohio,
Oklahoma, Oregon, Pennsylvania,
Rhode Island, South Dakota, Utah,

Transmitter

Alabama,
Alaska,Arizona,
Arkansas,
California,
Connecticut,
Delaware,Georgia,
Florida, Hawaii, Idaho,
Iowa,
Louisiana,
Kansas,Kentucky,
Maine,
Maryland,- 118 -

Overview of Adyen Inc.'s US licenses
Adyen - entity

Services

Adyen Nevada
Inc.

Pay-Out Services

Adyen Inc.

Pay-Out Services

Authorization

Supervisor

Minnesota, Michigan,
Mississippi, Missouri,
Nebraska,
Nevada,New Hampshire, New
Jersey, New York,North Carolina, North
Dakota,Ohio,
Oklahoma,
Oregon,Pennsylvania, Rhode
Island, South Dakota,
Utah,
Tennessee,
Vermont,
Virginia,
Wyoming,
Washington,West
Virginia
andWisconsin
Money
Transmitter
License: Nevada

Tennessee, Vermont, Virginia,
Wyoming,
Washington,West
Virginia and Wisconsin

Exemptiontorequirement for Money
Transmitter License:

State Authority in Colorado,
Illinois, Indiana, Massachusetts,
Montana, New Mexico, South
Carolina, Texas

Colorado,
Illinois,
Indiana,
Massachusetts,
Montana,New
Mexico,South
Carolina, Texas

Nevada State Authority

Anti-Money Laundering and Counter-Finance of Terrorism Regulation
Local Anti-Money Laundering and Counter-Finance of Terrorism ("AML/CFT") regulation applies toAdyen in various individual countries. Depending on the extent of Adyen activity, Adyen must comply
with certain local AML/CFT regulation including, but not limited to: customer due-diligence procedures,suspicious transaction reporting and supervisory registrations. A list of all countries where the activity ofAdyen requires registration with local supervisors (and the associated regulation) is set out below.
Adyen - entity

AML/CFT Supervisor

AML/CFT Regulation applicable to services
offered by entity

Adyen Inc.

Financial
Enforcement(FINCEN)

CrimesNetwork

Compliance with applicable regulation underthe Bank Secrecy Act 1970, including
registration as a Money Services Business with
FINCEN

Adyen Canada Ltd.

Financial Reporting andTransaction Analysis Centreof Canada (FINTRAC)

Compliance with applicable regulation underProceeds of Crime (Money Laundering) andTerrorist Financing Act 2002, including
registration as a Money Services Business with
FINTRAC

Adyen Mexico S.A.
de C.V.

Conjuntas Banco de Mexico(Banixco) and Comision
Nacional Bancaria Y De
Valores (CNBV)

Compliance with applicable regulation under
Ley Federal para la Prevención e
Identificación de Operaciones con Recursos deProcedencia Ilícita 2012, including registration
as an Aggregator with CNBV

- 119 -

Adyen do Brasil Ltda

Conselho de Controle deAtividades
Financeiras(COAF)

Compliance with applicable regulation underLaw 12.683 as a Payments Provider

Adyen Australia Pty
Ltd.

Australia Transaction andReportingCorporation(AUSTRAC)

Compliance with applicable regulation underthe Anti-Money Laundering and CounterTerrorism Financing Act 2006, including
registration as a Reporting Entity - Acquiring
Designated Services

Adyen New ZealandLtd.

New Zealand Department ofInternal Affairs (DIA)

Compliance with applicable regulation underthe Anti-Money Laundering and CounterTerrorism Financing Act 2009, including
registration with the DIA as a Reporting Entity– Payment Provider

FATCA
On 18 December 2013, the US and the Netherlands entered into the US -Netherlands IGA to facilitate theimplementation of the provisions of US tax law commonly known as FATCA. All jurisdictions in which
Adyen operates have substantially concluded IGAs with the US. Adyen intends to be fully compliant with
FATCA and any applicable IGA, and expects FATCA and IGAs to have a continuous impact on client onboarding processes, client administration and reporting systems.
Sanction Regulation
Sanctions are political instruments in the foreign and security policy of countries and internationalorganizations (such as the United Nations and EU). Sanctions regimes imposed by governments, including
those imposed by the EU, US, including the Office of Foreign Assets Control, or other countries orinternational bodies prohibit Adyen and its clients from engaging in trade or financial transactions withcertain countries, businesses, organizations and individuals. These legislative, regulatory and othermeasures include anti-terrorism measures, international sanctions, blockades, embargoes, blacklists andboycotts imposed by, among others, the EU, the United States and the United Kingdom, but also by
individual countries. Violation of sanctions regimes may have material implications such as criminal
penalties, administrative fines and the prohibition to do business in the country that proclaimed thesanctions.

- 120 -CAPITALIZATION AND INDEBTEDNESSThe table below sets out Adyen's consolidated capitalization as of 31 March 2018. This table should beread in conjunction with "Reasons for Offering and Use of Proceeds," "Operating and Financial Review"
and Adyen's financial statements included in the section "Financial Statements", which begins on page F1 of this Prospectus.
As of 31 March 2018
(unaudited)(in € millions)
Current debt (including current portion of long-term debt):
Secured.............................................................................................................................................
Guaranteed
Unguaranteed / Unsecured ...............................................................................................................
Total current debt ..........................................................................................................................
Non-current debt (excluding current portion of long-term debt):
SecuredGuaranteed
Unguaranteed / Unsecured ...............................................................................................................
Total non-current debt...................................................................................................................
Share Capital:
Equity ...............................................................................................................................................
Legal reserves ..................................................................................................................................
Other reserves ..................................................................................................................................
Total capitalization.........................................................................................................................
___________________

0
0
0
0
0
0
0
0
384
24
7
415

Reconciliation to balance sheet items as reported in the Interim Condensed Consolidated Financial
Statements Q1 2018 as follows:
Equity is equal to sum of share capital, share premium and retained earnings. Other reserves are equal to
Other reserves as reported in the "Condensed Consolidated Statement of Changes in Equity"
The following table sets forth Adyen's net financial indebtedness as of 31 March 2018:
As of 31 March 2018
(unaudited)(in € millions)
A. Cash.............................................................................................................................................
B. Cash equivalents ..........................................................................................................................
C. Trading securities ........................................................................................................................
D. Liquidity (A) + (B) + (C) ...........................................................................................................
E. Current financial receivables
F. Current bank debt .........................................................................................................................
G. Current portion of non-current debt .............................................................................................
H. Other current financial debt .........................................................................................................
I. Current financial debt (F) + (G) + (H) ......................................................................................
J. Net current financial indebtedness (I) - (E) - (D) .....................................................................
K. Non-current bank loans ...............................................................................................................
L. Bond issued..................................................................................................................................
M. Other non-current loans ..............................................................................................................
N. Non-current financial indebtedness (K) + (L) + (M) ...............................................................
O. Net financial indebtedness (J) + (N) .........................................................................................
___________________

0
891
0
891
281
0
0
872
872
-300
0
0
0
0
-300

The Company has no material indirect or contingent indebtedness.
There has been no significant change in the Company's capitalization or indebtedness since 31 March 2018.
Reconciliation to balance sheet items as reported in the Interim Condensed Consolidated Financial
Statements Q1 2018 as follows:
B.

Cash equivalents: Cash and cash equivalents as reported in the "Condensed Consolidated Balance
Sheet"- 121 -

E.

Current financial receivables: Receivables from financial institutions, Trade and other receivables,
Current income tax receivables and Financial assets at Amortized cost as reported in the"Condensed Consolidated Balance Sheet"

H.

Other current financial debt: Total Current Liabilities as reported in the "Condensed Consolidated
Balance Sheet"- 122 -

SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following tables set forth selected consolidated financial information of Adyen as of the dates and forthe periods indicated. The selected consolidated financial information as of and for the years ended 31
December 2017, 31 December 2016 and 31 December 2015 has been derived from Adyen's Financial
Statements and the selected consolidated financial information as of 31 March 2018 and for the threemonths ended 31 March 2018 and 31 March 2017 has been derived from Adyen's Interim Financial
Statements, and should be read in conjunction with the financial statements included in the section"Financial Statements", which begins on page F-1 of this Prospectus and in conjunction with the section"Operating and Financial Review".
Results of Operations
The following table summarizes Adyen's financial performance for the periods indicatedRevenue ...................................................
Costs incurred from financial institutions .
Changes in inventory................................
Net revenue .............................................
Wages and salaries ...................................
Social securities and pension costs ...........
Amortization and depreciation of tangible
and intangible fixed assets ........................
Other operating expenses .........................
Other income ............................................
Other gains and losses ..............................
Income before interest income, interest
expense and income taxes ......................
Finance income and expenses ..................
Other financial results ..............................
Income taxes ............................................

Three months ended 31 March
2018
2017
(unaudited)
316.1
214.8
(239.9)(169.8)
(1.8)
(0.5)
74.4
44.5
(17.5)(11.6)(2.9)(2.1)

Year ended 31 December
2016
2015
(€millions)
1,012.4
659.4
331.1(781.5)(494.4)(230.9)(12.6)
(7.0)
(1.7)
218.3
158.0
98.5
(55.6)(38.1)(31.3)
(9.2)
(5.4)
(3.7)

2017

(2.0)
(20.0)
0.1-(1.4)(11.2)-(5.9)(54.2)
0.1-(4.1)(47.4)
0.0
56.3

(2.3)
(20.4)
-

32.1
(0.4)
(0.5)
(7.1)
24.1

18.2
0.0
0.0
(4.1)
14.1

93.5
(0.3)
(1.0)
(20.9)
71.3

119.3
0.1
0.1
(22.3)
97.2

40.8
0.5
(0.3)
(7.4)
33.6

Net income ..............................................

Financial Position
The following table presents a summary of Adyen's assets and liabilities as at 31 December 2017, 2016 and2015 and as at 31 March 2018.

Intangible assets ............................................................................
Plant and equipment ......................................................................
Available-for-sale financial asset ..................................................
Financial instrument at Fair value through P&L ...........................
Contract assets...............................................................................
Receivables ...................................................................................
Deferred tax assets ........................................................................
Total non-current assets .............................................................

As at 31March
2018(unaudited)
4.0
20.1
25.6
136.2
4.3
18.5
208.7

Current assets
Inventories.....................................................................................
Receivables from financial institutions..........................................
Trade and other receivables ...........................................................
Current income tax receivables .....................................................
Investments held-to-maturity.........................................................
Financial assets at amortized cost ..................................................
Cash and cash equivalents .............................................................
Total current assets .....................................................................
Total assets ...................................................................................
Derivative financial instruments....................................................

- 123 -

As at 31 December
2017
4.0
20.0
25.1
4.2
1.6
54.9

2016
(€ millions)
4.0
15.1
19.6
4.1
1.1
43.9

2015

4.9
232.0
26.3
15.1
7.6
890.6
1,176.5
1,385.2

4.0
180.7
25.6
2.1
7.0
862.9
1,082.3
1,137.2

3.2
636.7
11.7
680.1
1,331.7
1,375.6

1.5
251.6
8.4
502.3
763.8
821.4

76.3

-

-

-

3.0
7.7
46.0
0.9
57.6

Deferred tax liabilities ...................................................................
Total non-current liabilities ........................................................

As at 31March
2018(unaudited)
22.1
98.4

Current liabilities
Payables to merchants ...................................................................
Trade and other payables ...............................................................
Current income tax liabilities ........................................................
Deferred revenue ...........................................................................
Total current liabilities ...............................................................
Total liabilities .............................................................................
Share capital ................................................................................
Share premium ............................................................................
Other reserves .............................................................................
Retained earnings ..........................................................................
Total Equity .................................................................................

As at 31 December
2017
5.1
5.1

2016
(€ millions)
3.8
3.8

2015

835.8
33.2
3.3
872.3
970.7

717.3
25.0
742.3
747.4

1,027.1
14.7
15.0
1,056.8
1,060.6

560.3
12.8
2.5
575.6
575.6

0.3
149.3
10.5
254.4
414.5

0.3
149.3
27.9
212.3
389.8

0.3
148.4
25.7
140.6
315.0

0.3
148.1
53.0
44.4
245.8

0.0
0.0

Cash FlowsThe following table presents a summary of cash flows from operating, investing and financing activities
for the years ended 31 December 2017, 2016 and 2015 and for the three month periods ended 31 March2018 and 2017.

Net cash flows from operating activities ..............
Net cash flows from investing activities ...............
Net cash flows from financing activities ..............
Net increase/(decrease) in cash and cash
equivalents ..........................................................

Three months ended
31 March
2018
2017(unaudited)
30.3
2.5
(2.6)
(1.1)
0.0
0.2
27.7

1.6

Year ended 31 December
2016
2015
(€ millions)
200.6
189.6
138.4
(17.9)(12.5)
(6.9)
1.0
0.2
40.0

2017

183.7

177.3

171.5

Selected Non-IFRS Financial Measures and APMs
The following table sets forth selected alternative performance measures used by Adyen for the years ended
31 December 2017, 31 December 2016 and 31 December 2015 and for the three month period ended 31
March 2018 and 2017.

EBITDA
Extraordinary Visa gain
Adjusted EBITDA (€ millions) .........................
Adjusted EBITDA Margin (%) .........................
Free Cash Flow (€ millions) ..............................
Net Revenue (€ millions)...................................

Three months ended
31 March
2018
2017
34.1
19.6
N/A
N/A
34.1
19.6
45.8%
44.0%
32.0
18.5
74.4
44.5

Year ended 31 December
2017
2016
2015
99.4
123.4
43.1
N/A
56.3
N/A
99.4
67.1
43.1
45.5%
42.5%
43.8%
88.4
54.6
36.2
218.3
158.0
98.5

CAGR1
51.9%
N/A
51.9%
N/A
56.3%
48.9%

_______________
1

Compound annual growth rate ("CAGR") for the years 2015-2017.

EBITDAThe following table sets forth a reconciliation of EBITDA to income before interest income, interest
expense and income taxes, its most comparable IFRS measure:
Reconciliation of EBITDA

Income before interest income, interest
expense and income taxes ..........................
Amortization and depreciation of tangible
and intangible fixed assets .............................
EBITDA (unaudited)...................................

Three months ended 31
March
2018
2017
(unaudited)
32.1

Year
ended 31 December
2016(€ millions)

2017

18.2

93.5

119.3

2015

40.8

2.0

1.4

5.9

4.1

2.3

34.1

19.6

99.4

123.4

43.1

- 124 -

Adjusted EBITDA and Adjusted EBITDA Margin
The following table sets forth a reconciliation of Adjusted EBITDA to income before interest income,interest expense and income taxes, its most comparable IFRS measure:
Reconciliation of Adjusted EBITDA

Income before interest income, interest
expense and income taxes ..........................
Amortization and depreciation of tangible
and intangible fixed assets .........................
Other gains and losses ...................................
Adjusted EBITDA (unaudited) ..................

Three months ended 31
March
2018
2017
(unaudited)Year
ended 31 December
2016(€ millions)

2017

2015

32.1

18.2

93.5

119.3

40.8

2.0
34.1

1.4
19.6

5.9
99.4

4.1
(56.3)1
67.1

2.3
43.1

Divided by
Net Revenue
Adjusted EBITDA Margin (unaudited)

74.4

44.5

218.3

158.0

98.5

45.8%

44.0%

45.5%

42.5%

43.8%

_______________(1)

Represents extraordinary non-operational gain of €56.3 million as result of consideration received for the purchase of Visa
Europe by Visa Inc.

Adjusted Net Income
The following table sets forth a reconciliation of Adjusted Net Income to Net Income, its most comparable
IFRS measure:
Reconciliation of Adjusted Net Income

Net income ......................................................
Other gains and losses
Income taxes
Adjusted Net Income (unaudited) ................

Three months ended 31
March
2018
2017
(unaudited)
24.1
14.1
24.1
14.1

Year
ended 31 December
2017
2016
(€ millions)
71.3
97.2
(56.3)1
10.52
71.3
51.4

2015
33.6
33.6

________________________(1)

Represents extraordinary non-operational gain of €56.3 million as result of consideration received for the purchase of Visa
Europe by Visa Inc., reflected under "Other gains and losses" on the consolidated income statement.

(2)

Represents tax impact of €10.5 million related to extraordinary non-operational gain of €56.3 million as result of consideration
received for the purchase of Visa Europe by Visa Inc.

Free cash flow
The following table sets forth a reconciliation of Free cash flow to income before interest income, interest
expense and income taxes, its most comparable IFRS measure:
Reconciliation of Free cash flow

Income before interest income, interest
expense and income taxes .............................
Amortization and depreciation of tangible andintangible fixed assets ...................................
Other gains and losses .....................................

Three months ended 31
March
2018
2017
(unaudited)

2017

Year
ended 31 December
2016(€ millions)

2015

32.1

18.2

93.5

119.3

40.8

Adjusted EBITDA (unaudited) .....................

2.0
34.1

1.4
19.6

5.9
99.4

4.1
56.31
67.1

2.3
43.1

Capital expenditure

(2.1)

(1.1)

(11.0)(12.5)(6.9)

Free cash flow (unaudited)

32.0

18.5

88.4

54.6

36.2

________________________(1)

Represents extraordinary non-operational gain of €56.3 million as result of consideration received for the purchase of Visa
Europe by Visa Inc., reflected under "Other gains and losses" on the consolidated income statement.

- 125 -

Net Revenue
The following table sets forth a reconciliation of Net Revenue to Revenue, its most comparable IFRS
measure:Reconciliation of Net Revenue

Revenue
Costs incurred from financial institutions .........
Cost of inventory ..............................................
Net Revenue ....................................................

Three months ended 31
March
2018
2017
(unaudited)
316.1
214.8
(239.9)(169.8)
(1.8)
(0.5)
74.4
44.5

- 126 -

Year
ended 31 December
2017
2016
(€ millions)
1,012.4
659.4(781.5)(494.4)(12.6)
(7.0)
218.3
158.0

2015
331.1
(230.9)(1.7)
98.5

OPERATING AND FINANCIAL REVIEWThe following is a discussion and analysis of Adyen's results of operations and financial condition as at
and for the three months ended 31 March 2018 and 2017 and for the years ended 31 December 2017, 2016
and 2015 (collectively, the "periods under review"). Except where otherwise noted in "Important
Information - Non-IFRS Financial Measures, APMs and Other Metrics", the discussion of Adyen's resultsof operations below is based on the financial information extracted without material adjustment from the
IFRS Consolidated Financial Statements or from operational data such as processed volumes and numberof transactions.
The discussion in this section contains forward-looking statements that reflect Adyen's plans, estimates andbeliefs and involve risks and uncertainties. Adyen's actual results could differ materially from those
discussed in these forward-looking statements. Factors that could cause or contribute to these differences
include, but are not limited to, those discussed below and elsewhere in this Prospectus, particularly in "Risk
Factors" and "Important Information—Forward-Looking Statements."
Overview
Adyen is a technology company redefining payments for merchants globally. It has built an efficient single
platform that enables the acceptance and processing of cards and local payments globally across its
merchants' online, mobile and POS channels. Adyen's global platform has integrated and simplified thepayments value chain, enabling it to partner with large merchants to rapidly scale their businesses both
locally and globally, without the varied inefficiencies inherent in traditional payment platforms. Adyen's
technology removes friction for both shoppers and merchants and allows for an improved shopper
experience while simplifying the global management of payments across sales channels and geographies
for merchants. Adyen believes that its data-centric platform increases conversion rates while mitigatingrisk, reducing settlement times and providing data insights to merchants that are critical for managing theirinteractions with shoppers. Adyen's transparent pricing model is equally attractive for merchants. For allthese reasons, Adyen is the payments platform of choice for many of the world's most recognizable
companies.
Adyen aims to change the payments industry, which traditionally comprised a patchwork of providers andlegacy systems resulting in fragmented merchant services. Adyen has built a bottom-up, single, global
platform capable of meeting the rapidly evolving needs of fast-growing global merchants. Adyen believes
that simplicity, transparency, and innovation are the keys to its future success.
Adyen's ever-evolving platform encompasses the entire payments value chain as it relates to merchants,from checkout to payment settlement. This single integrated platform provides a merchant-friendly
alternative to the numerous legacy providers that merchants previously had to rely on for their payments
processing. The Adyen platform combines global reach with local capabilities, directly connecting
merchants to Visa, Mastercard and many other payment methods and supporting numerous transaction
currencies across six continents. Adyen's platform supports "unified commerce" for merchants acrossonline, mobile and POS channels, which are connected to the same Adyen back-end infrastructure forprocessing and settling payments and offers feature-rich APIs. This single platform enforces Adyen's datacapabilities, which includes services that utilize sophisticated algorithms across machine learning, data
mining and artificial intelligence to increase authorization rates for merchants while reducing the risk of
fraudulent transactions. Adyen also provides valuable data insights to merchants to better understand their
shoppers' behavior and tailor their marketing efforts.
Adyen primarily targets large, global companies as well as, increasingly, domestic/mid-market merchants,
which the company views as the next adjacent segment to enterprise merchants. In 2017, Adyen processedtransactions for several thousand merchants across the globe and across a wide number of industries,
including retail, travel, digital services, hospitality and marketplaces. Adyen's merchant portfolio includes
Uber, Netflix, Facebook, Spotify, Etsy, Vodafone, Sephora, Tory Burch, L'Oréal and booking.com.
The success of Adyen's global payments platform is reflected in its operating and financial track record to
date. Adyen primarily earns revenue through settlement fees and processing fees charged to its merchantson a per transaction basis. In 2017, Adyen processed 3.7 billion transactions, generating €108.3 billion inprocessed volumes and €218.3 million in net revenue. Adyen's growth has been driven primarily by thesubstantial expansion of business with existing merchants in many key markets, as well as the onboarding- 127 -

of new merchants. During the three-year period from 2015 to 2017, Adyen's annual churn rate was less than
1% of processed volume.
The table below presents Adyen's non-IFRS financial measures and APMs as at and for the periods
indicated (see "Important Information— Non-IFRS Financial Measures, APMs and Other Metrics" forfurther information as to how these non-IFRS financial measures and APMs have been defined).

Processed Volumes (€ billions) .........................
Number of transactions (billions) ......................
Net Revenue2 (€ millions) .................................
EBITDA2
Extraordinary Visa gain2
Adjusted EBITDA2 (€ millions) 2 ......................
Adjusted EBITDA Margin2 (%) ........................
Net income (€ millions) .....................................
Free Cash Flow2 € millions) ..............................

Three months ended
31 March
2018
2017
33.2
23.4
1.2
0.8
74.4
44.5
34.1
19.6
N/A
N/A
34.1
19.6
45.8%
44.0%
24.1
14.1
32.0
18.5

Year ended 31 December
2017
2016
2015
108.3
66.3
32.2
3.7
2.3
0.9
218.3
158.0
98.5
99.4
123.4
43.1
N/A
56.3
N/A
99.4
67.1
43.1
45.5%
42.5%
43.8%
71.3
97.2
33.6
88.4
54.6
36.2

CAGR1
83.4%
102.8%
48.9%
51.9%
N/A
51.9%
N/A
45.7%
56.3%

_______________
1
2

Compound annual growth rate ("CAGR") for the three years ended 31 December 2017.
See "Selected Consolidated Financial Information - Selected Non-IFRS Financial Measures and APMs."

As of 31 December 2017, the Company had 668 FTEs globally, with headquarters in Amsterdam and 14
other offices in the United States (San Francisco, New York), Latin America (Mexico City, Sao Paulo),
Asia-Pacific (Singapore, Sydney, Shanghai) and Europe (Paris, London, Manchester, Berlin, Stockholm,
Brussels and Madrid).
Significant Factors Affecting Adyen's Results of Operations
Processed volume and number of transactions
Adyen earns the substantial majority of its revenue from merchants on a per transaction basis throughprocessing fees and settlement fees. Adyen earns processing fees, which are usually charged in the formof a fixed fee per transaction, from merchants for the processing of transactions over its platform, which
typically includes payout services. Where Adyen offers acquiring services, which includes
authorization, reconciliation and risk management services, Adyen earns settlement fees, which is thefee that Adyen receives from merchants for its acquiring services. The settlement fee is usually charged
to the merchant as a percentage of the transaction value and usually includes the interchange andpayment network fees (as defined below, and which are generally passed through to the merchant as
described below under "Interchange and payment network fees paid and other transaction andprocessing costs") as well as an acquiring mark-up for Adyen. Adyen also generates a small portion ofrevenue from the sale of POS inventory and from other services, which includes foreign exchange
service fees.
As a result of the fees described above, Adyen's revenue depends directly on the growth in the total
value of the transactions processed by Adyen, which Adyen refers to as processed volumes, and thenumber of transactions it processes. In principle, both processed volumes and the number of transactions
Adyen processes are driven by the number of merchants Adyen on-boards and maintains relationships
with, as well as the proportion of and value of transactions that each merchant directs for processin gand settlement through Adyen's platform. Adyen's large global merchants, particularly fast-growing
technology merchants, generally generate large processed volumes and numbers of transactions. During
the periods under review, Adyen has succeeded in attracting a large and diverse collection of merchantsthat generate high processed volumes and a large number of transactions, and has been very successful
in retaining its merchant base, with a churn rate of less than 1% from 2015 to 2017. The addition orloss of sizeable merchants in a given period can have a significant impact on processed volumes andnumber of transactions in that period and following periods.
Adyen's processed volumes and the number of transactions processed are also affected by long -term
trends in the payment industry. For example, shoppers are gradually shifting from cash to card anddigital payments driven by a number of factors, including increased acceptance of digital payments bymerchants in stores and the growth in e-commerce transactions and transactions using mobile devices.
These developments have contributed to a large, growing and increasingly complex market that has
driven robust growth in demand for integrated payment services such as those provided by Adyen.

- 128 -

Similarly, the ability to offer integrated payment services (such as Adyen's single platform and unified
commerce offering) is becoming increasingly important in order to adapt existing sales c hannels to new
payment methods and models. This may create new opportunities for business from merchants facing
increasingly complex payment demands from shoppers, such as expectations for a diversity of payment
methods and for merchant-shopper relationships across sales channels.
In addition, processed volumes and the number of transactions processed by Adyen are influenced byeconomic conditions. During periods of economic growth, shoppers typically increase spending, which
can have a positive effect on processed volumes and the number of transactions processed, while during
recessions or economic downturns, the reverse is true.
Pricing impact of Volume
Adyen primarily earns revenue by way of processing fees and settlement fees. Adyen 's net revenue isequal to the portion of all Adyen's revenue remaining after deducting the interchange and payment
network fees and cost of inventory.
Adyen's net revenue is impacted by the volume of payment transactions with a specific merchant. In
general, as volumes grow, merchants are able to negotiate relatively lower fees per transaction. As aresult, this means that the company's take-rate (net revenue as a percentage of processed volumes) fora merchant generally declines as transaction volume grows, with a take rate of 0.21% for the year ending
31 December 2017, as compared to 0.24% and 0.30% in the years ending 31 December 2016 and 2015,
respectively. However, Adyen does not track take-rate as a measure of its business. Instead, Adyen aims
to ensure that each additional euro of processed volumes increases its net revenue in the aggregate. Thismeans that the positive impact from an increase in processed volumes is higher than the negative impact
of fee decreases related to volume discounts. This consequently has a positive impact on EBITDA.
Adyen's pricing is particularly affected by volume effects through the composition of its merchant base,which are mainly global enterprise merchants. These merchants are likely to face significant paymentscomplexity in terms of multiple geographies, sales channels, payment methods, currencies andregulators and as a result will generally purchase additional services from Adyen. However, thesemerchants are generally also able to negotiate relatively lower fees per transaction as thei r processedvolumes with Adyen grow. Conversely, the fees per transaction for mid -market merchants (that Adyen
is increasingly targeting) will in general be higher than for the global enterprise merchants as a resultof the smaller processed volumes per merchant. In addition, in markets where Adyen's merchants havehigher processed volumes on average the net revenue collected by Adyen per transaction frommerchants is lower on average as well.
For the year ended 31 December 2017, as measured by net revenue, Adyen's top 10 merchants represent
33% of net revenue and its top 120 merchants represent 69% of net revenue. Measured by processedvolumes Adyen's top 10 merchants represent 39% of processed volumes and its top 120 merchants
represent 83% of processed volumes. Adyen had 3,401 merchants billed in December 2017 (with 478
representing more than €1 million each in processed volume per month during the full year ended 31
December 2017), as compared to 4,510 billed in December 2016 (with 336 representing more t han €1
million each in processed volume per month during the full year ended 31 December 2016) and 4,649
billed in December 2015 (with 225 representing more than €1 million each in processed volume permonth during the full year ended 31 December 2015). Adyen's processed volumes have grown as theresult of both growing volumes with existing merchants and adding new merchants. This has resulted
in an increasing contribution of cohorts per annum, which explains the higher growth of processedvolumes versus net revenue given the general pricing structure described above whereby, as processedvolumes grow, merchants are able to negotiate relatively lower fees per transaction. Adyen regularly
monitors its merchant base and removes inactive merchants from the plat form, which has led in recent
years to a decline in the total number of merchants served but an improvement in the quality andsustainability of the merchant base and high growth in the number of merchants providing highvolumes.
In addition, non-card-based payment methods, such as iDeal, Alipay and WeChat Pay, have generated
increased processed volumes and an increase in the number of transactions processed. Because these
services offer opportunities for fee structures that are outside the traditional cred it card interchange fee
system, such as fixed fees, they may also lead to pressure on prices paid by merchants and shoppers forpayment services. This could in turn result in reduced costs for shoppers, which may in turn further fuel- 129 -

growth in processed volumes and number of transactions processed, although such pricing pressure may
also negatively affect net revenue. The net impact on Adyen's net revenue will depend on whether theeffect of increased processed volumes and number of transactions outweighs the effect of any associatedprice decreases.
Interchange and payment network fees paid and other transaction and processing costs
Adyen's net revenue equals the aggregate of processing fees and settlement fees charged to merchants
and revenue for sales of POS inventory and other services, net of costs of inventory and costs incurredfrom financial institutions, which are predominantly comprised of interchange and payment network
fees. These interchange and payment network fees primarily comprise the interc hange fees paid to card
issuers via the payment networks for each payment card transaction and, to a lesser extent, the payment
network fees charged by the payment networks, such as Visa and Mastercard, to cover the cost ofproviding the network itself. Interchange fees are set by the payment networks according to a numberof variables, including processed volumes, industry, the type of card (e.g., credit vs. debit as well as
premium, business and other credit card types), transaction type (e.g., online vs. POS terminal), how
the transaction is authorized and settled as well as the location of the transaction (e.g., cross -border vs.
domestic). The level of interchange fees paid by Adyen is therefore a function of the total volume andvalue of the payments it processes, the types of cards used, and transaction types and locations.
Interchange fees are increasingly subject to regulatory scrutiny internationally, as many regulators areseeking to impose caps on the rates charged. Adyen believes that any reduction in interchange fees may,by reducing the cost per transaction, encourage more merchants to accept credit and debit cards forsmall payments, driving additional growth in the number and aggregate value of transactions processed.
Adyen's net revenue is generally not impacted by the level of interchange and payment network fees it
is required to pay to the payment networks and card issuing banks, as it is generally able to pass thesefees on to the merchant, although the payment networks and card issuing banks issue complex andsometimes ambiguous fee rules, and when Adyen bills merchants it is therefore required to estimate theactual amount of fees that Adyen will be required to pay under these rules, which can in somecircumstances lead to Adyen under billing the merchant and generally foregoing the recovery of any
difference other than where pursuing the recovery is practicable.
Adyen's fees paid to local acquiring banks for their bin sponsorship license are included in Adyen 's
costs incurred from financial institutions. As a result, Adyen's net revenue is generally lower where it
does not hold a full acquiring license and relies on a bin sponsorship license.
Operating expenses
Adyen's main operating expenses are its employee benefit expenses, sales and mar keting costs and, toa lesser extent, IT costs. For the year ended 31 December 2017, Adyen experienced significant increases
in employee benefit expenses (comprised of wages and salaries (including share-based compensation) of€55.6 million, from €38.1 million for the year ended 31 December 2016, and social security and pensionsof €9.2 million, from €5.4 million for the year ended 31 December 2016) and IT costs (€6.3 million, from
€3.3 million for the year ended 31 December 2016), related to the growth in Adyen's business.
In addition, Adyen significantly ramped up its sales and marketing spend in 2017 in connection with abrand campaign (see "Business - Sales and Marketing"). Given the nature of Adyen's revenue streams,
which are distributed over time as merchants process transactions, Adyen's investments in sales andmarketing do not result in returns in the same period in which they are made but over subsequent
periods, which could adversely affect Adyen's near-term results, yet are expected to have a positiveeffect on revenue over time.
Platform costs
As a result of Adyen's single platform strategy, whereby it has developed its integrated platform entirely
in-house, it does not significantly rely on any third-party provider or system to run its platform, nor is it
required to invest significant amounts for integration, maintenance or legacy issues. As a result, while
Adyen does invest significantly in its IT systems, its IT costs and related capital expenditures during theperiods under review have been comparatively low for the industry.

- 130 -

For a discussion of Adyen's medium-term objectives for its capital expenditure, please see "Business –Financial Objectives".
Seasonality
The last quarter of the year, which is favorably affected by higher transaction volumes during theholiday period, is generally a higher revenue period for Adyen compared to the other quarters. A rangeof other factors could cause or contribute to period-to-period fluctuations, including on-boarding of
new merchants in a given period.
Recent developments
In the second quarter of 2018, Adyen signed an agreement to extend the lease of its corporate headquarters
office building at the Simon Carmiggeltstraat 6-50 1011 DJ Amsterdam, the Netherlands, for a period often years. The extended lease agreement will enter into force between 1 October 2018 and 1 January 2019,
and as of such date Adyen's corporate headquarters' total office space will increase from 3,475 m2 to 10,960
m2 and its annual lease will increase by €2.6 million. See also "Business - Property, Plant and Equipment".
Key Income Statement Line Items
RevenueAdyen earns contracted revenue from its merchants primarily on a per transaction basis. Revenue reflects
all payments made to Adyen for the services performed, including any interchange and other fees which
Adyen must pass on to third parties. Adyen has the following sources of revenue:(i)

Processing fees are the fixed fees per transaction paid by merchants for the use of Adyen's
platform, including where Adyen acts only as a gateway, and are recognized as revenue by the
initiation of a payment transaction via the Adyen payment platform. The amount of fee pertransaction is contractually agreed between each merchant and Adyen;(ii)

Settlement fees are the fees paid by merchants, usually as a percentage of transaction value, where
Adyen offers acquiring services. These fees are recognized as revenue when a paymenttransaction has been completed by means of settlement with a merchant and include interchange
and payment network fees and other costs incurred from financial institutions as well as a markup charged by Adyen for its acquiring services, as contractually agreed between each merchantand Adyen; and(iii)

Other services, which include foreign exchange service fees, revenue from sales of POS
goods/inventory that are generally recognized at the point in time when Adyen has delivered the
POS terminal/accessories and the transfer of control to the merchant has been completed and thirdparty income that are recognized as revenue when the related services are rendered.

Adyen considers itself a principal rather than agent for the settlement fees and presents the settlements fees
charged and costs incurred in relation thereto on a gross basis.
Costs incurred from financial institutions
Adyen's costs incurred from financial institutions are comprised of primarily interchange and payment
network fees. Adyen's interchange and payment network fees are predominantly comprised ofinterchange fees that Adyen pays to the card issuing banks, as well as payment network franchise,membership and processing fees for each transaction Adyen processes through the payment networks
and other third-party processing fees. Typically, financial institutions deduct these costs at the momentof settlement of merchant funds to Adyen. As a result, this deducted portion of the funds is generally
not received by Adyen and does not form part of the receivables from financial institutions and payables
to merchants on Adyen's balance sheet.
Adyen's other costs incurred from financial institutions are predominantly comprised of third -party
commissions, local payment methods fees and other transaction-related fees such as bank charges forsettling funds.

- 131 -

Cost of inventory
Cost of inventory consists of purchases of products for resale (namely POS terminals) recognized as an
expense during the financial year.
Net revenue
Net revenue consists of revenue less costs incurred from financial institutions and cost of inventory.
Please see "Selected Consolidated Financial Information–Selected Non-IFRS Financial Measures andAPMs".
Operating Expenses
Wages and salaries
Wages and salaries consist primarily of salary and wage-based compensation paid or payable toemployees and share-based compensation.
Social securities and pension costs
Social securities and pension costs consists of Adyen's social security contributions and pension
premiums paid by Adyen. The pension contributions result in no further payment obligations once thecontributions have been paid, expenses are recognized when they are due. This is a result of theentitlements of employees under Adyen's pension plans being defined contribution plans.
Amortization and depreciation of tangible and intangible fixed assets
Amortization and depreciation of tangible and intangible fixed assets consist primarily of theamortization of intangible assets as well as the depreciation of plant and equipment.
Other operating expenses
Other operating expenses include office rent, office costs, IT expenses, sales and marketing, tr avel andstaff expenses, advisory and consulting costs, insurance, merchant default costs and other expenses
incurred in the course of the ordinary and typical operating activities of Adyen.
Other gains and losses
Other gains and losses consist of income and expenses occurred which are unrelated to the ordinary andtypical operating activities of Adyen and which are of an infrequent nature. As a result, any other gains
and losses incurred in one year are reasonably expected not to recur going forward.
Income before interest income, interest expense and income taxes
Income before interest income, interest expense and income taxes consists of net revenue before financeincome, finance expense and income taxes less operating expenses.
Finance income and expenses
Finance income and expenses consists primarily of finance expense less finance income earned on Adyen's
cash and cash equivalents.
Other financial results
Other financial results include net gain (or loss) on foreign exchange relating to income and expenses andunrealized gains and losses on financial instruments.
Income taxes
Adyen's income tax charges primarily represent expenses on tax due in the jurisdictions in which Adyen
operates.

- 132 -

Net income
Net income consists of income before interest income, interest expense and income taxes less financeincome and expenses and income tax.
Results of Operations
The following table summarizes Adyen's financial performance for the periods indicated.

Revenue ............................................................................................
Costs incurred from financial institutions ..........................................
Cost of inventory ...............................................................................
Net revenue1 .....................................................................................
Wages and salaries ............................................................................
Social securities and pension costs ....................................................
Amortization and depreciation of tangible and intangible fixed
assets..............................................................................................
Other operating expenses ..................................................................
Other income .....................................................................................
Other gains and losses .......................................................................
Income before interest income, interest expense and income
taxes ..............................................................................................
Finance income and expenses ...........................................................
Other financial results .......................................................................
Income taxes .....................................................................................
Net income .......................................................................................
EBITDA1 ..........................................................................................

Three months
ended 31 March
2018
2017
(unaudited)
316.1
214.8
(239.9)(169.8)
(1.8)
(0.5)
74.4
44.5
(17.5)(11.6)(2.9)(2.1)

Year ended 31 December
2017
2016
2015
(€ millions)
1,012.4
659.4
331.1(781.5)(494.4)(230.9)(12.6)
(7.0)
(1.7)
218.3
158.0
98.5
(55.6)(38.1)(31.3)
(9.2)
(5.4)
(3.7)

(2.0)
(20.0)
0.1-(1.4)(11.2)-(5.9)(54.2)
0.1-(4.1)(47.4)
0.0
56.3

(2.3)
(20.4)
-

32.1
(0.4)
(0.5)
(7.1)
24.1

18.2
0.0
0.0
(4.1)
14.1

93.5
(0.3)
(1.0)
(20.9)
71.3

119.3
0.1
0.1
(22.3)
97.2

40.8
0.5
(0.3)
(7.4)
33.6

34.1

19.6

99.4

123.4

43.1

_______________
1

See "Selected Consolidated Financial Information - Selected Non-IFRS Financial Measures and APMs."

Comparison of the Three Months Ended 31 March 2018 and 2017
Revenue
Revenue for the three months ended 31 March 2018 increased to €316.1 million from €214.8 million for
the three months ended 31 March 2017, representing an increase of 47.2%, primarily as a result of theincrease in processed volumes and the number of transactions, for the vast majority resulting from thegrowth of Adyen's existing merchants' business. The following table summarizes Adyen's revenue for theperiods indicated.

Processing fees ..................................................................................................
Settlement fees ..................................................................................................
Other services1 ..................................................................................................
Revenue ............................................................................................................

Three months ended 31 March
2018
2017
(€ millions)
29.4
18.7
271.4
186.6
15.3
9.5
316.1
214.8

_____________________________
1

Includes sale of POS terminals.

Adyen earns processing fees, which are usually charged in the form of a fixed fee per transaction, frommerchants for the use of its platform. The number of transactions processed on the Adyen payment
platform increased from 0.8 billion in the three months ended 31 March 2017 to 1.2 billion in the threemonths ended 31 March 2018, representing an increase of 50.0%. Processing fees for the three months
ended 31 March 2018 increased to €29.4 million from €18.7 million for the three months ended 31 March
2017, representing an increase of 57.2%, primarily as a result of the growth in the number of transactions
processed on the Adyen payment platform.
For transactions where Adyen provides acquiring services, Adyen earns settlement fees, which mainly
consists of interchange and network fees as well as an acquiring mark-up for Adyen, which is usually- 133 -

charged to the merchant as a percentage of the transaction value . Processed volumes increased from €23.4
billion in the three months ended 31 March 2017 to €33.2 billion in the three months ended 31 March 2018,
representing an increase of 41.9%, with a significant increase in the proportion of processed volumes where
Adyen provided acquiring services. As a result of this growth in processed volumes, settlement fees grewin the three months ended 31 March 2018 to €271.4 million from €186.6 million for the three months ended
31 March 2017, representing an increase of 45.4%. Part of the increase in settlement fees was a result of
an increase in aggregate interchange and network fees, which was partly mitigated b y a decrease ininterchange and payment network fees charged per euro value of transaction volume primarily due to themix of the acquired processed volume (see "–Costs incurred from financial institutions" below). The otherpart of the increase in settlement fees was a result of the growth in the aggregate fees that Adyen receives
from merchants for acquiring services. While this was driven by an increase in the acquired processedvolumes, Adyen was also able to improve the average acquiring mark-up per euro volume due to
optimizations in the payment network connections it used as compared to the first three months of 2017. In
addition, the first three months of 2017 featured a slower growth in merchant business as compared to therest of 2017.
Other services for the three months ended 31 March 2018 increased to €15.3 million from €9.5 million for
the three months ended 31 March 2017, representing an increase of 61.1%. This increase was primarily asa result of €3.5 million from the sale of POS terminals, due in part to a one-off higher number of invoices
sent out in the first three months in 2018 (whereas the terminals are generally sold on a cost recovery basis),as compared to €0.5 million for the three months ended 31 March 2017, as well as growth in foreignexchange service fees related to the increase in processed volumes settled with Adyen's merchants, which
was significantly offset by the increase of like-for-like in the currency mix of the volume Adyen processed.
The following table summarizes Adyen's geographical breakdown of its revenue based on the billing
location as requested by the merchant for the periods indicated.

Europe ........................................................................................................
North America............................................................................................
Latin America ............................................................................................
Asia ............................................................................................................
Rest of World .............................................................................................
Revenue .....................................................................................................

Three months ended 31 March
2018
2017
(€ millions)
181.6
85.0
25.2
23.2
1.1
316.1

125.8
57.4
15.9
14.6
1.1
214.8

The revenue of Adyen contains scheme fees, interchange and mark-up. The Management Board monitors
net revenue (net of interchange, scheme fees and cost of inventory) as performance indicator as this is therevenue attributable to Adyen. As a result Adyen considers net revenue to provide insight to its users toevaluate the nature and financial effects of the business activities in which it engages and the economic
environments in which it operates.
Costs incurred from financial institutions
Adyen's net revenue is generally not impacted by the level of costs incurred from financial institutions(which consists of primarily interchange and payment network fees it is required to pay to the payment
networks and card issuing banks), as it is generally able to pass these costs on to the merchant. Costs
incurred from financial institutions for the three months ended 31 March 2018 increased to €239.9 million
from €169.8 million for the three months ended 31 March 2017, representing an increase of 41.3%,
primarily as a result of growth in processed volumes of 41.9%,with a significant increase in the proportionof processed volumes where Adyen also provided acquiring services ; however, the increase in costs waspartially mitigated by a decrease in interchange and payment network fees charged per euro value oftransaction volume primarily due to the mix of the acquired processed volume (see "Significant Factors
Affecting Results of Operations–Interchange and payment network fees paid and other transaction andprocessing costs").
Cost of inventory
Cost of inventory for the three months ended 31 March 2018 increased to €1.8 million from €0.5 million
for the three months ended 31 March 2017, primarily as a result of an increase in the number of POS
terminals provided to merchants.

- 134 -

Net revenue
Net revenue for the three months ended 31 March 2018 increased to €74.4 million from €44.5 million for
the three months ended 31 March 2017, representing an increase of 67.2%, primarily as a result of growth
in processed volumes and the number of transactions settled with merchants, as well as the significant
increase in the proportion of processed volumes where Adyen also provided acquiring services, as describedabove.
The following table summarizes Adyen's geographical breakdown of its net revenue based on the billing
location as requested by the merchant for the periods indicated.

Europe ..........................................................................................................................
North America..............................................................................................................
Latin America ..............................................................................................................
Asia ..............................................................................................................................
Rest of World ...............................................................................................................
Net Revenue ................................................................................................................

Three months ended 31 March
2018
2017
(€ millions)
49.0
32.4
10.2
4.4
8.9
4.9
6.1
2.6
0.2
0.2
74.4
44.5

Operating expenses
Wages and salaries
Wages and salaries for the three months ended 31 March 2018 increased to €17.5 million from €11.6 million
for the three months ended 31 March 2017, representing an increase of 50.9%, primarily as a result of a
substantial increase in the number of employees to support Adyen's growth. As of 31 March 2018, Adyen
had 719 FTEs (not including contractors), as compared to 505 FTEs at 31 March 2017, representing an
increase of 42.4%.
Social securities and pension costs
Social securities and pension costs for the three months ended 31 March 2018 increased to €2.9 million
from €2.1 million for the three months ended 31 March 2017, representing an increase of 38.1%, primarily
as a result of the increase in the number of employees.
Amortization and depreciation of tangible and intangible fixed assets
Amortization and depreciation of tangible and intangible fixed assets for the three months ended 31 March2018 increased to €2.0 million from €1.4 million for the three months ended 31 March 2017, representing
an increase of 42.9%, primarily as a result of capital expenditures in recent years for infrastructure
hardware.
Other operating expenses
The following table summarizes Adyen's other operating expenses for the periods indicated.

IT costs .......................................................................................................................
Sales & marketing costs .............................................................................................
Advisory costs ...........................................................................................................
Travel and other staff expenses ..................................................................................
Other(1) .......................................................................................................................
Other operating expenses ........................................................................................

Three months ended 31 March
2018
2017
(€ millions)
2.8
1.4
6.4
2.8
3.6
2.4
2.9
1.9
4.3
2.7
20.0
11.2

_______________(1)

Includes merchant default costs.

Other operating expenses for the three months ended 31 March 2018 increased to €20.0 million from €11.2
million for the three months ended 31 March 2017, representing an increase of 78.6%, primarily as a resultof growing the business, which led in particular to an increase in IT costs, an increase in travel expenses,
additional advisory costs and an increase in sales and marketing costs related to brand campaigns.

- 135 -

Income taxes
Income tax expenses for the three months ended 31 March 2018 increased to €7.1 million from €4.1 million
for the three months ended 31 March 2017, representing an increase of 73.2%, primarily as a result of theincrease in income before income taxes.
Net income
Net income for the three months ended 31 March 2018 increased to €24.1 million from €14.1 million for
the three months ended 31 March 2017, representing an increase of 70.9%, primarily as a result of thefactors described above.
EBITDAEBITDA for the three months ended 31 March 2018 increased to €34.1 million from €19.6 million for thethree months ended 31 March 2017, primarily as a result of the increases in net revenue and income before
interest income, interest expense and income taxes described above, which was partially offset by theincrease in operating expenses.
Comparison of the Years Ended 31 December 2017 and 2016
Revenue
Revenue for the year ended 31 December 2017 increased to €1,012.4 million from €659.4 million for theyear ended 31 December 2016, representing an increase of 53.5%, primarily as a result of the increase inprocessed volumes and the number of transactions, for the vast majority resulting from the growth of
Adyen's existing merchants' business. The following table summarizes Adyen's revenue for the periods
indicated.

Processing fees ..................................................................................................
Settlement fees ..................................................................................................
Other services1 ..................................................................................................
Revenue ............................................................................................................

Year ended 31 December
2017
2016
(€ millions)
93.5
872.3
46.6
1,012.4

58.7
563.1
37.6
659.4

_____________________________
1

Includes sale of POS terminals.

The number of transactions processed on the Adyen payment platform increased from 2.3 billion in theyear ended 31 December 2016 to 3.7 billion in the year ended 31 December 2017, representing an increaseof 60.9%. Processing fees for the year ended 31 December 2017 increased to €93.5 million from €58.7
million for the year ended 31 December 2016, representing an increase of 59.3%, primarily as a result of
the growth in the number of transactions processed on the Adyen payment platform described above.
Processed volumes increased from €66.3 billion in the year ended 31 December 2016 to €108.3 billion in
the year ended 31 December 2017, representing an increase of 63.3%. As a result of this growth in processedvolumes, settlement fees in the year ended 31 December 2017 increased to €872.3 million from €563.1
million for the year ended 31 December 2016, representing an increase of 54.9%. Part of the increase insettlement fees was a result of an increase in aggregate interchange and network fees, which was partly
mitigated by a decrease in interchange and payment network fees charged per euro value of transaction
volume primarily due to the mix of the acquired processed volume (see "–Costs incurred from financial
institutions" below). The other part of the increase in settlement fees was a result of the growth in theaggregate fees that Adyen receives from merchants for acquiring services, which was partly mitigated by
the decreasing mark-up per euro volume due to lower pricing for certain large merchants with significant
increases in processed volumes (see "Significant Factors Affecting Results of Operations–Pricing impact
of Volume").
Other services for the year ended 31 December 2017 increased to €46.6 million from €37.6 million for theyear ended 31 December 2016, representing an increase of 23.9%, primarily as a result of €9 million fromthe sale of POS terminals, as compared to €3 million for the year ended 31 December 2016, as well as
growth in foreign exchange service fees related to the increase in processed volumes settled with Adyen's- 136 -

merchants, which was significantly offset by the increasing portion of volumes settled with merchants likefor like currency.
The following table summarizes Adyen's geographical breakdown of its revenue based on the billing
location as requested by the merchant for the periods indicated.

Europe .......................................................................................................
North America...........................................................................................
Latin America ...........................................................................................
Asia ...........................................................................................................
Rest of World ............................................................................................
Revenue ....................................................................................................

Year ended 31 December
2017
2016
(€ millions)
600.2
259.0
79.7
67.3
6.2
1,012.4

409.5
169.9
34.4
42.3
3.3
659.4

The revenue of Adyen contains scheme fees, interchange and mark-up. The Management Board monitors
net revenue (net of interchange, scheme fees and cost of inventory) as performance indicator as this is therevenue attributable to Adyen. As a result Adyen considers net revenue to provide insight to its users toevaluate the nature and financial effects of the business activities in which it engages and the economic
environments in which it operates.
Costs incurred from financial institutions
Costs incurred from financial institutions for the year ended 31 December 2017 increased to €781.5 million
from €494.4 million for the year ended 31 December 2016, representing an increase of 58.1%, primarily asa result of growth in processed volumes of 63.3%; however, to a lesser extent, the increase in costs waspartially mitigated by the decrease in interchange and payment network fees charged per euro value oftransaction volume primarily due to the mix of the acquired processed volume (see "Significant Factors
Affecting Results of Operations–Interchange and payment network fees paid and other transaction andprocessing costs").
Cost of inventory
Cost of inventory for the year ended 31 December 2017 increased to €12.6 million from €7.0 million forthe year ended 31 December 2016, representing an increase of 80.0%, primarily as a result of an increasein the number of POS terminals and accessories provided to merchants.
Net revenue
Net revenue for the year ended 31 December 2017 increased to €218.3 million from €158.0 million for theyear ended 31 December 2016, representing an increase of 38.2%, primarily as a result of growth inprocessed volumes and the number of transactions settled with merchants, as described above. This 38.2%
percentage increase in net revenue was lower than the 53.5% increase in revenue due to the increase incosts incurred from financial institutions described above (which is included in revenue but not in net
revenue).
The following table summarizes Adyen's geographical breakdown of its net revenue based on the billing
location as requested by the merchant for the periods indicated.

Europe ............................................................................................................
North America................................................................................................
Latin America ................................................................................................
Asia ................................................................................................................
Rest of World .................................................................................................
Net Revenue ..................................................................................................

- 137 -

Year ended 31 December
2017
2016
(€ millions)
153.7
23.3
24.9
15.1
1.3
218.3

123.3
14.8
11.4
7.3
1.2
158.0

Operating expenses
Wages and salaries
Wages and salaries for the year ended 31 December 2017 increased to €55.6 million from €38.1 million forthe year ended 31 December 2016, representing an increase of 45.9%, primarily as a result of a substantial
increase in the number of employees to support Adyen's growth. As of 31 December 2017, Adyen had
668 FTEs (not including contractors), as compared to 464 in 2016, representing an increase of 44.0%.
Social securities and pension costs
Social securities and pension costs for the year ended 31 December 2017 increased to €9.2 million from
€5.4 million for the year ended 31 December 2016, representing an increase of 70.4%, primarily as a resultof the increase in the number of employees.
Amortization and depreciation of tangible and intangible fixed assets
Amortization and depreciation of tangible and intangible fixed assets for the year ended 31 December 2017
increased to €5.9 million from €4.1 million for the year ended 31 December 2016, representing an increaseof 43.9%, primarily as a result of capital expenditures in recent years for infrastructure hardware.
Other operating expenses
The following table summarizes Adyen's other operating expenses for the periods indicated.

IT costs ........................................................................................................................
Sales & marketing costs ..............................................................................................
Advisory costs ............................................................................................................
Travel and other staff expenses ...................................................................................
Other(1) ........................................................................................................................
Other operating expenses .........................................................................................

Year ended 31 December
2017
2016
(€ millions)
6.3
14.8
10.8
10.1
12.2
54.2

3.3
7.7
8.4
7.6
20.4
47.4

_______________(1)

Includes merchant default costs.

Other operating expenses for the year ended 31 December 2017 increased to €54.2 million from €47.4
million for the year ended 31 December 2016, representing an increase of 14.3%, primarily as a result of
growing the business, which led in particular to IT costs related to increased capacity for processing
payments, an increase in travel expenses related to growth in the number of employees and advisory costs
related primarily to consultants advising on Adyen's organizational evolution, as well as significant
increases in sales and marketing spend related to brand campaigns.
Other operating expenses for the year ended 31 December 2016 also includes merchant default costs of €12
million related to the bankruptcy of a merchant in the travel industry.
Other gains and losses
Other gains and losses for the year ended 31 December 2017 decreased to zero from a gain of €56.3 million
for the year ended 31 December 2016, entirely as a result of the absence of any extraordinary gain in 2017
and the non-operational gain in 2016 related to the consideration Adyen received for the purchase of Visa
Europe by Visa Inc. in exchange for the membership in Visa Europe that Adyen previously obtained tofacilitate core operations. The consideration Adyen received was a mixture of cash recognized in 2016(presented as other income of €56.3 million in 2016), Visa Inc. convertible preferred stock (presented asavailable-for-sale financial assets of €25.1 million in 2017 and €19.6 million in 2016) and deferred cash
consideration subsequent to closing of the transaction (€4.2 million in 2017 and €4.1 million in 2016)
measured at amortized cost which will mature in June 2019. See note 11 to the consolidated financial
statements for the year ended 31 December 2017.

- 138 -

Income taxes
Income tax expenses for the year ended 31 December 2017 decreased to €20.9 million from €22.3 million
for the year ended 31 December 2016, representing a decrease of 6.3%. Income tax is paid on Adyen's
income before income taxes. The income before income taxes for the year ended 31 December 2016 washigher than the year ended 31 December 2017 as a result of the gain described in Other gains and losses
above resulting in higher income before income taxes.
Adyen's effective tax rate was 22.7% in the year ended 31 December 2017, as compared to 18.7% in theyear ended 31 December 2016.
Net income and Adjusted Net income
Net income for the year ended 31 December 2017 decreased to €71.3 million from €97.2 million for theyear ended 31 December 2016, representing a decrease of 26.6%, primarily as a result of the €45.8 million
net impact from the gain resulting from the consideration received for the purchase of Visa Europe by Visa
Inc., which was partially offset by the €12 million merchant default cost in the year ended 31 December
2016.
Adjusted net income for the year ended 31 December 2017 increased to €71.3 million from €51.4 million
for the year ended 31 December 2016, primarily as a result of the increases in net revenue and income
before interest income, interest expense and income taxes described above, which was partially offset by
the increase in operating expenses. See "Selected Consolidated Financial Information - Selected Non-IFRS
Financial Measures and APMs."
EBITDA and Adjusted EBITDA
EBITDA for the year ended 31 December 2017 decreased to €99.4 million from €123.4 million for the year
ended 31 December 2016, primarily as a result of the €56.3 million impact from the gain resulting from theconsideration received for the purchase of Visa Europe by Visa Inc., which was partially offset by the €12
million merchant default cost in the year ended 31 December 2016 and the increases in the year ended 31
December 2017 in net revenue, income before interest income, interest expense and income taxes andoperating expenses, as described above.
Adjusted EBITDA for the year ended 31 December 2017 increased to €99.4 million from €67.1 million forthe year ended 31 December 2016, primarily as a result of the increases in net revenue and income before
interest income, interest expense and income taxes described above, which was partially offset by theincrease in operating expenses. See "Selected Consolidated Financial Information - Selected Non-IFRS
Financial Measures and APMs."
Comparison of the Years Ended 31 December 2016 and 2015
Revenue
Revenue for the year ended 31 December 2016 increased to €659.4 million from €331.1 million for theyear ended 31 December 2015, representing an increase of 99.2%, primarily as a result of the increase inprocessed volumes and the number of transactions, for the vast majority resulting from the growth of
Adyen's existing merchants' business. The following table summarizes Adyen's revenue for the periods
indicated.

Processing fees ..................................................................................................
Settlement fees ..................................................................................................
Other services1 ..................................................................................................
Revenue ............................................................................................................

Year ended 31 December
2016
2015
(€ millions)
58.7
563.1
37.6
659.4

34.5
275.8
20.8
331.1

_____________________________
1

Includes sale of POS terminals.

The number of transactions processed on the Adyen payment platform increased from 0.9 billion in theyear ended 31 December 2015 to 2.3 billion in the year ended 31 December 2016, representing an increase- 139 -

of 155.6%. Processing fees for the year ended 31 December 2016 increased to €58.7 million from €34.5
million for the year ended 31 December 2015, representing an increase of 70.1%, primarily as a result of
the growth in the number of transactions processed on the Adyen payment platform described above, which
was partly offset by the decreasing mark-up per euro volume due to lower pricing for certain large
merchants with significant increases in processed volumes (see "Significant Factors Affecting Results ofOperations–Pricing impact of Volume").
Processed volumes increased from €32.2 billion in the year ended 31 December 2015 to €66.3 billion in
the year ended 31 December 2016, representing an increase of 105.9%. As a result of this growth inprocessed volumes, settlement fees for the year ended 31 December 2016 increased to €563.1 million from
€275.8 million for the year ended 31 December 2015, representing an increase of 104.2%. Part of theincrease in settlement fees was a result of an increase in aggregate interchange and network fees, which
was partly mitigated by a decrease in interchange and payment network fees charged per euro value oftransaction volume primarily due to the mix of the acquired processed volume (see "–Costs incurred fromfinancial institutions" below). The other part of the increase in settlement fees was a result of the growth in
the aggregate fees that Adyen receives from merchants for acquiring services, which was partly mitigatedby the decreasing mark-up per euro volume due to lower pricing for certain large merchants with significant
increases in processed volumes (see "Significant Factors Affecting Results of Operations–Pricing impact
of Volume").
Other services for the year ended 31 December 2016 increased to €37.6 million from €20.8 million for theyear ended 31 December 2015, representing an increase of 80.8%, primarily as a result of an increase inforeign exchange service fees caused by the increase in processed volumes settled with Adyen's
merchants, which was significantly offset by the mix of the volume Adyen processed requiring currency
conversion. Other services for the year ended 31 December 2016 included €3 million from the sale of POS
terminals, as compared to €1.8 million for the year ended 31 December 2015.
The following table summarizes Adyen's geographical breakdown of its revenue based on the billing
location as requested by the merchant for the periods indicated.

Europe .........................................................................................................
North America.............................................................................................
Latin America .............................................................................................
Asia .............................................................................................................
Rest of World ..............................................................................................
Revenue ......................................................................................................

Year ended 31 December
2016
2015
(€ millions)
409.5
169.9
34.4
42.3
3.3
659.4

243.7
66.2
9.0
8.9
3.3
331.1

The revenue of Adyen contains scheme fees, interchange and mark-up. The Management Board monitors
net revenue (net of interchange, scheme fees and cost of inventory) as performance indicator as this is therevenue attributable to Adyen. As a result Adyen considers net revenue to provide insight to its users toevaluate the nature and financial effects of the business activities in which it engages and the economic
environments in which it operates.
Costs incurred from financial institutions
Costs incurred from financial institutions for the year ended 31 December 2016 increased to €494.4 million
from €230.9 million for the year ended 31 December 2015, representing an increase of 114.1%, primarily
as a result of growth in processed volumes and an increase in interchange and payment network fees charged
per euro value of transaction volume primarily due to the mix of the acquired processed volume (see"Significant Factors Affecting Results of Operations–Interchange and payment network fees paid and othertransaction and processing costs").
Cost of inventory
Cost of inventory for the year ended 31 December 2016 increased to €7.0 million from €1.7 million for theyear ended 31 December 2015, primarily as a result of a higher number of POS terminals provided tomerchants.

- 140 -

Net revenue
Net revenue for the year ended 31 December 2016 increased to €158.0 million from €98.5 million for theyear ended 31 December 2015, representing an increase of 60.4%, primarily as a result of growth inprocessed volumes and the number of transactions settled with merchants as described above. This 60.4%
percentage increase in net revenue was lower than the 99.2% increase in revenue due to the increase incosts incurred from financial institutions described above (which is included in revenue but not in net
revenue). For a geographical breakdown of Adyen's revenue based on the billing location as requested by
the merchant for the periods indicated, please see Note 13 to the consolidated financial statements for theyear ended 31 December 2016.
The following table summarizes Adyen's geographical breakdown of its net revenue based on the billing
location as requested by the merchant for the periods indicated.

Europe .................................................................................................................
North America.....................................................................................................
Latin America .....................................................................................................
Asia .....................................................................................................................
Rest of World ......................................................................................................
Net Revenue .......................................................................................................

Year ended 31 December
2016
2015
(€ 'millions)
123.3
14.8
11.4
7.3
1.2
158.0

82.0
8.6
4.4
2.5
1.0
98.5

Operating expenses
Wages and salaries
Wages and salaries for the year ended 31 December 2016 increased to €38.1 million from €31.3 million forthe year ended 31 December 2015, representing an increase of 21.7%, primarily as a result of a higher
number of employees. As of 31 December 2016, Adyen had 464 FTEs (not including contractors), as
compared to 338 in 2015, representing an increase of 37.3%.
Social securities and pension costs
Social securities and pension costs for the year ended 31 December 2016 increased to €5.4 million from
€3.7 million for the year ended 31 December 2015, representing an increase of 45.9%, primarily as a resultof the higher number of employees.
Amortization and depreciation of tangible and intangible fixed assets
Amortization and depreciation of tangible and intangible fixed assets for the year ended 31 December 2016
increased to €4.1 million from €2.3 million for the year ended 31 December 2015, representing an increaseof 78.3%, primarily as a result of capital expenditures in recent years for infrastructure hardware.
Other operating expenses
The following table summarizes Adyen's other operating expenses for the periods indicated.

IT costs ....................................................................................................................
Sales & marketing costs ..........................................................................................
Advisory costs ........................................................................................................
Travel and other staff expenses ...............................................................................
Other(1) ....................................................................................................................
Other operating expenses .....................................................................................

Year ended 31 December
2016
2015
(€ millions)
3.3
7.7
8.4
7.6
20.4
47.4

2.4
4.9
4.5
5.1
3.5
20.4

_______________(1)

Includes merchant default costs

Other operating expenses for the year ended 31 December 2016 increased to €47.4 million from €20.4
million for the year ended 31 December 2015, representing an increase of 132.4%, primarily as a result of- 141 -

growing the business, which led in particular to significant increases in sales and marketing spend, IT costs
related to increased capacity for processing payments, staff and advisory costs and merchant default costsof €12 million related to the bankruptcy of a merchant in the travel industry.
Other gains and losses
Other gains and losses for the year ended 31 December 2016 increased to a gain of €56.3 million from zeroother gains and losses for the year ended 31 December 2015, primarily as a result of the extraordinary gain
resulting from the consideration received for the purchase of Visa Europe by Visa Inc.
Income taxes
Income tax expenses for the year ended 31 December 2016 increased to €22.3 million from €7.4 million
for the year ended 31 December 2015. Income tax is paid on Adyen's income before income taxes. The
income before income taxes for the year ended 31 December 2016 was higher than the year ended 31
December 2015 in part as a result of the gain described in Other gains and losses above.
Adyen's effective tax rate was 18.7% in the year ended 31 December 2016, as compared to 18.0% in theyear ended 31 December 2015.
Net income and Adjusted Net income
Net income for the year ended 31 December 2016 increased to €97.2 million from €33.6 million for theyear ended 31 December 2015, representing an increase of 189.3%, primarily as a result of the €45.8 million
net impact from the gain resulting from the consideration received for the purchase of Visa Europe by Visa
Inc., which was partially offset by the €12 million merchant default cost in the year ended 31 December
2016.
Adjusted net income for the year ended 31 December 2016 increased to €51.4 million from €33.6 million
for the year ended 31 December 2015, primarily as a result of the increases in net revenue and income
before interest income, interest expense and income taxes described above, which was partially offset by
the increase in operating expenses. See "Selected Consolidated Financial Information - Selected Non-IFRS
Financial Measures and APMs."
EBITDA and Adjusted EBITDA
EBITDA for the year ended 31 December 2016 increased to €123.4 million from €43.1 million for the year
ended 31 December 2015, primarily as a result of the €56.3 million impact from the gain resulting from theconsideration received for the purchase of Visa Europe by Visa Inc., which was partially offset by the €12
million merchant default cost in the year ended 31 December 2016.
Adjusted EBITDA for the year ended 31 December 2016 increased to €67.1 million from €43.1 million forthe year ended 31 December 2015, primarily as a result of the increases in net revenue and income before
interest income, interest expense and income taxes described above, which was partially offset by theincrease in operating expenses. See "Selected Consolidated Financial Information - Selected Non-IFRS
Financial Measures and APMs."
Liquidity and Capital Resources
Adyen is predominately equity-financed and did not have any indebtedness as at 31 March 2018. For a
discussion of Adyen's liquidity and capital management, see "Risk Management".
Financial Position
The following table presents a summary of Adyen's assets and liabilities as at 31 March 2018 and 31
December 2017, 2016 and 2015.

Intangible assets ............................................................................
Plant and equipment ......................................................................

As at 31March
2018(unaudited)
4.0
20.1

- 142 -

As at 31 December
2016(€ millions)
4.0
4.0
20.0
15.1

2017

2015
3.0
7.7

As at 31
March
2018
(unaudited)

As at 31 December
2016(€ millions)
25.1
19.6
4.2
4.1
1.6
1.1
54.9
43.9

2017

2015

Available-for-sale financial asset ..................................................
Financial instrument at Fair value through P&L ...........................
Contract assets...............................................................................
Receivables ...................................................................................
Deferred tax assets ........................................................................
Total non-current assets .............................................................

25.6
136.2
4.3
18.5
208.7

46.0
0.9
57.6

Current assets
Inventories.....................................................................................
Receivables from financial institutions..........................................
Trade and other receivables ...........................................................
Current income tax receivables .....................................................
Investments held-to-maturity.........................................................
Financial assets at amortized cost ..................................................
Cash and cash equivalents .............................................................
Total current assets .....................................................................
Total assets ...................................................................................

4.9
232.0
26.3
15.1
7.6
890.6
1,176.5
1,385.2

4.0
180.7
25.6
2.1
7.0
862.9
1,082.3
1,137.2

3.2
636.7
11.7
680.1
1,331.7
1,375.6

1.5
251.6
8.4
502.3
763.8
821.4

Derivative financial instruments....................................................
Deferred tax liabilities ...................................................................
Total non-current liabilities ........................................................

76.3
22.1
98.4

5.1
5.1

3.8
3.8

0.0
0.0

Current liabilities
Payables to merchants ...................................................................
Trade and other payables ...............................................................
Current income tax liabilities ........................................................
Deferred revenue ...........................................................................
Total current liabilities ...............................................................
Total liabilities .............................................................................

835.8
33.2
3.3
872.3
970.7

717.3
25.0
742.3
747.4

1,027.1
14.7
15.0
1,056.8
1,060.6

560.3
12.8
2.5
575.6
575.6

Share capital ..................................................................................
Share premium ..............................................................................
Other reserves ...............................................................................
Retained earnings ..........................................................................
Total Equity .................................................................................

0.3
149.3
10.5
254.4
414.5

0.3
149.3
27.9
212.3
389.8

0.3
148.4
25.7
140.6
315.0

0.3
148.1
53.0
44.4
245.8

Balance sheet as of 31 March 2018
Adyen signed a contract with a customer for the provision of payment services, which such contract
includes a prepayment by Adyen with additional revenues guaranteed to pay back this prepayment. The
contract resulted in the recognition on Adyen's balance sheet as at 31 March 2018 of contract assets of €136
million, a derivative liability of €75 million and deferred revenue of €4 million.
The contract assets of €136 million are recognized as part of the transaction price for the services that are
to be provided by Adyen under the contract. The contract assets will be amortized against the recognizedrevenue for the payment services within the contract period and booked to revenue on a pro rata basis inline with the fulfillment of the expected payments services.
In connection with the contract, Adyen issued warrants to the customer, as further described in "Business– Material Contracts – Warrant Agreement". The liability associated with the warrants is classified as a
derivative liability of €75 million. The initial recognition of the derivative liability results in a difference
between book and tax values and therefore a deferred tax asset of €16.9 million and deferred tax liabilityof €16.9 million was recognized.
The fair value of this derivative liability at issuance is considered a non-cash consideration. In accordancewith IFRS 13 the fair value of the contract asset is determined based on Level 3 inputs, which include
management estimates. As of 31 March 2018, Adyen carried out a sensitivity analysis with regard to thederivative financial liability. In case of an underlying share price 8% lower or higher than expected, allother things being equal, the value of the derivative liability would have been approximately €5 million
lower or higher, respectively.

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Balance sheet as of 31 December 2017
As part of its growth strategy Adyen obtained a banking license in April 2017. As part of the transition
from the payment service provider license to the banking license Adyen merged the Adyen Client
Management Foundation Stichting (the "Foundation") into Adyen. Adyen collects receivables fromfinancial institutions and passes these amounts on to customers. The Foundation acted as a trustee between
the financial institutions and Adyen's merchants.
As a result of this organizational change, Adyen changed the terms and conditions to its merchantagreements from 5 December 2017 to provide its customers the same level of protection and service they
had benefited from under the previous structure. This change in the terms and conditions resulted in aprospective accounting change of the receivables from payment networks as the majority of thesereceivables are no longer recognized in the balance sheet (previously recognized in the line item
"receivables from financial institutions"). This had a material impact as the related receivables fromfinancial institutions that are directly linked to payables to merchants are also no longer presented on thebalance sheet (previously presented in the line item "payables to merchants"). Adyen's statement of changes
in equity and statements of comprehensive income were not affected (see Note 16 and Note 17 of theconsolidated financial statements for the year ending 31 December 2017 for additional detail).
This accounting change explains the significant decrease in assets and liabilities between 31 December
2017 and 31 December 2016, as well as in the line items "receivables from financial institutions"and "payables to merchants".
See Note 16 and Note 17 of the consolidated financial statements for the year ending 31 December 2017
for additional detail.
Contingencies and commitments
As at 31 March 2018, Adyen had a credit facility agreement of €7.5 million used for bank guarantees andletters of credit, of which €5 million was used. This credit facility agreement can be cancelled by Adyen at
any time. In addition, Adyen had an intraday credit facility of €100 million for liquidity purposes, which isfrom time to time automatically drawn during the course of the trading day primarily in order to facilitate
the transfer of funds to merchants when settlement from payment networks arrives later than the payout tomerchants. This facility was not drawn as at 31 March 2018. See Note 14 to the consolidated financial
statements for the three months ended 31 March 2018 and Note 19 to the consolidated financial statements
for the year ending 31 December 2017 for a discussion of Adyen's contingencies and commitments.
Cash FlowsThe following table presents a summary of cash flows from operating, investing and financing activities
for the three months ended 31 March 2018 and 2017 and the years ended 31 December 2017, 2016 and2015.
Three months ended
31 March
2018
2017

Net cash flows from operating activities .............................
Net cash flows from investing activities ..............................
Net cash flows from financing activities .............................
Net increase/(decrease) in cash and cash equivalents .....

(unaudited)
30.3
2.5
(2.6)
(1.1)
0.0
0.2
27.7
1.6

Year ended 31 December
2017
2016
2015

200.6
(17.9)
1.0
183.7(€ millions)
189.6(12.5)
0.2
177.3

138.4
(6.9)
40.0
171.5

Operating activities
The majority of Adyen's operating cash flow is represented by merchant funds (namely the line items"receivables from financial institutions" and "payables to merchants") that are held by Adyen for a very
short period before being paid-out to the merchant, and the significant changes in these line items between
the three months ended 31 March 2018 and 2017 and the year ended 31 December 2017 and the year ended
31 December 2016 result primarily from the accounting change described above under "–Financial
Position", whereby a change in the terms and conditions in Adyen's merchant agreements resulted in aprospective accounting change of the receivables from payment networks such that the majority of these- 144 -

receivables are no longer recognized in the balance sheet and the directly linked payables to merchants arealso no longer presented on the balance sheet. The prospective accounting change mentioned above does
not have any impact on the net cash flows from operating activities.
Investing activities
Investing cash flow outflow increased to €2.6 million in the three months ended 31 March 2018, ascompared to the €1.1 million outflow in the three months ended 31 March 2017, which was primarily
related to an increase in capital expenditures5 and, to a lesser extent, a €0.6 million net outflow in March2018 from the redemption of the bonds described below and the subsequent purchase of new US and UK
treasury bonds.
Investing cash flow outflow increased to €17.9 million in the year ended 31 December 2017, as comparedto the €12.5 million outflow and €6.9 million outflow in the years ended 31 December 2016 and 2015,
respectively. This €5.4 million increase in the year ending 31 December 2017 relates primarily to the €7.0
million purchase in 2017 of US and UK treasury bonds, which matured in March 2018, in order to comply
with the liquidity requirements that Adyen has as a licensed credit institution (see "Supervision andRegulation - Capital and Liquidity Requirements").
This was partially off-set by a decrease in Adyen's capital expenditures, which consisted primarily ofinvestments in server capacity in line with Adyen's scalability strategy and capitalization of costs related tointernally generated software with finite useful lives, from €12.5 million in the year ending 31 December
2016 to €11.0 million in the year ending 31 December 2017.
Financing activities
Adyen is primarily equity-financed and has been generating positive cash flows. As a result, almost no
financing cash flows were required in recent years. The financing cash flow in 2015 was the result of anequity investment from a strategic investor.
Significant and Critical Accounting Policies, Judgments, Estimates and Assumptions
The preparation of Adyen's consolidated historical financial information requires management to makejudgments, estimates and assumptions that affect the application of policies and reported amounts of assets
and liabilities, income and expenses. The estimates and associated assumptions are based on historicalexperience and various other factors that are believed to be reasonable under the circumstances, the resultsof which form the basis of making judgments about carrying values of assets and liabilities that are notreadily apparent from other sources. Actual results may differ from these estimates. However, the historicalinformation presented is based on conditions that existed at the reporting date. The estimates are recognizedin the period in which the estimate is revised if the revision affects only that period, or in the period of therevision and future periods if the revision affects both current and future periods.
For a discussion of Adyen's significant and critical accounting policies, see "Significant Accounting
Policies" and "Critical Accounting Policies" in the Notes to the consolidated financial statements for thethree months ended 31 March 2018 and the year ending 31 December 2017.
Recent Accounting Pronouncements
As a result of the New Standards Adopted by the Group described in the Notes to the consolidated financial
statements for the three months ended 31 March 2018 and Note 21 to the consolidated financial statementsin the 2017 Annual Report, Adyen considers the new accounting standards will have no significant impact
on the Group considering the impact on its overall balance sheet.

5

Capital expenditure consists of the line items "Purchases of plant and equipment" and "Capitalizationof intangible assets" on the consolidated statement of cash flows.

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MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE
GeneralThis section summarizes certain information concerning the Management Board, the Supervisory Board,
Adyen's employees and corporate governance. It is based on relevant provisions of the laws of theNetherlands as in effect on the date of this Prospectus, the Articles of Association, the Management Board
By-Laws and the Supervisory Board By-Laws. This section summarizes the Articles of Association as areto be amended pursuant to the Deed of Amendment shortly after determination of the Offer Price andreflects the (envisaged) governance structure and related arrangements as per that moment. This section
also describes the compliance of Adyen with the Dutch Corporate Governance Code (the "Dutch
Corporate Governance Code") and the Dutch Banking Code (the "Dutch Banking Code").
This summary does not purport to give a complete overview and should be read in conjunction with, and isqualified in its entirety by reference to the relevant provisions of the laws of the Netherlands as in force on
the date of this Prospectus and the Articles of Association, and the Management Board By-Laws and theSupervisory Board By-Laws as in effect upon Conversion. The Articles of Association in the governing
Dutch language and in an unofficial English translation thereof are available on Adyen's website(www.Adyen.com), the Management Board By-Laws and the Supervisory Board By-Laws in the English
language (only) will be made available immediately after Conversion on Adyen's website(www.Adyen.com).
Management Structure
The Company maintains a two-tier board structure consisting of a Management Board (raad van bestuur)
and a Supervisory Board (raad van commissarissen). The Management Board is responsible for the dayto-day management, which includes, among other things, formulating Adyen's strategy and policies andsetting and achieving Adyen's objectives. The Supervisory Board supervises and advises the Management
Board.
Management Board
Powers and function
The Management Board is responsible for the management of the Group's operations, subject to thesupervision by the Supervisory Board. The Management Board's responsibilities include, among otherthings, defining and attaining Adyen's objectives, determining Adyen's strategy and risk management
policy, and day-to-day management of Adyen's operations. The Management Board may perform all acts
necessary or useful for achieving Adyen's objectives, with the exception of those acts that are prohibitedby law or by the Articles of Association.
Pursuant to the Management Board By-Laws, the members of the Management Board (the "Managing
Directors") will divide their tasks among themselves in mutual consultation. In performing their duties, theManaging Directors are required to be guided by the best interests of the Company and the businessconnected thereto.
The Management Board shall timely provide the Supervisory Board with all information necessary for the
exercise of the duties of the Supervisory Board. Not less than once a year the Management Board shallinform the Supervisory Board in writing of an outline of the strategic policy, the general and financial risks
and the administrative and audit system of the Company. The Management Board must submit certain
decisions to the Supervisory Board or the General Meeting for (prior) approval, as more fully described
below.
Subject to certain statutory exceptions, the Management Board as a whole is authorized to represent theCompany. Two members of the Management Board acting jointly are also authorized to represent theCompany. In addition, pursuant to the Articles of Association, the Management Board is authorized toappoint proxy holders (procuratiehouders) who are authorized to represent the Company within the limitsof the specific delegated powers provided to them in the proxy.

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Management Board By-Laws
In accordance with the Articles of Association, the Management Board has adopted by-laws governing theManagement Board's principles and best practices (the "Management Board By-Laws"). The
Management Board By-Laws describe, amongst other items, the duties, tasks, composition, procedures anddecision-making of the Management Board.
Composition, appointment and removal
The Articles of Association provide that the Management Board shall consist of two or more members andthat the Supervisory Board determines the exact number (more than two) of Managing Directors after
consultation with the Management Board.
The General Meeting appoints Managing Directors upon a nomination by the Supervisory Board inaccordance with the Articles of Association. The Supervisory Board ensures that a formal and transparent
procedure is in place for the appointment and reappointment of Managing Directors, as well as a soundplan for the succession of Managing Directors.
The Supervisory Board shall make one or more nominations to the General Meeting in case a Managing
Director is to be appointed. A nomination for appointment of a Managing Director shall state the candidate's
age and the positions he or she holds or has held, in so far as these are relevant for the performance of theduties of a Managing Director. A nomination for appointment must be accounted for by giving reasons forit.
The nomination must be included in the notice of the General Meeting at which the appointment will beconsidered. If no nomination has been made, this must be stated in the notice. In the event that theSupervisory Board has made a nomination, the resolution of the General Meeting to appoint such nominee
shall be adopted by an absolute majority of the votes cast. A resolution of the General Meeting to appointa Managing Director other than in accordance with a nomination of the Supervisory Board, but inaccordance with the agenda for such General Meeting, shall require a majority of two thirds of the votes
cast representing more than half of the Company's issued share capital. However, the General Meeting may
at its discretion appoint a Managing Director other than upon the nomination of the Supervisory Board,
provided that a proposal to appoint such other person has been put on the agenda of the relevant General
Meeting.
Any appointment of a Managing Director must be approved by DNB. In connection with its approval
procedure, DNB will test the proposed new Managing Director on integrity (betrouwbaarheid) andsuitability (geschiktheid).
The General Meeting may at any time, at the proposal of the Supervisory Board, suspend or remove aManaging Director with a resolution adopted by an absolute majority of votes cast. Should the General
Meeting wish to suspend or remove a Managing Director other than in accordance with a proposal of theSupervisory Board, such suspension or dismissal needs to be adopted by two thirds of the votes cast,representing more than half of the Company's issued capital. The Supervisory Board may at all times
suspend but not dismiss a Managing Director. A General Meeting must be held within three months after asuspension of a Managing Director has taken effect, in which meeting a resolution must be adopted to either
terminate or extend the suspension, provided that in the case that such suspension is not terminated, thesuspension does not last longer than three months in aggregate. The suspended Managing Director must be
given the opportunity to account for his or her actions at that meeting. If neither such resolution is adopted
nor the General Meeting has resolved to dismiss the Managing Director, the suspension will cease after theperiod of suspension has expired.
Decision-making
The Management Board shall in principle meet every month or more often as deemed desirable or required
for a proper functioning of the Management Board by any one or more Managing Directors. If no larger
majority is stipulated by Dutch law or pursuant to the Articles of Association or the Management Board
By-Laws, the Management Board may adopt resolutions with an absolute majority of the votes validly castat the meeting. If there is a tie of votes the chairman of the Management Board shall have a casting vote.
The Management Board may also adopt resolutions without holding a meeting, provided that all membersof the Management Board without a conflict of interest as defined in the Articles of Association have been

- 147 -

given the opportunity to express their opinion on the proposed resolution, none of them have objected, on
reasonable grounds, to this manner of decision making process and the majority of them have expressed
themselves in favor of the relevant proposal in writing.
Resolutions of the Management Board entailing a significant change in the identity or nature of theCompany or its business are subject to the approval of the General Meeting, including in any event:(a)transferring the business or practically the entire business to a third party;(b)concluding or ending any long-term cooperation by the Company or a subsidiary with any otherlegal person or company or as a fully liable general partner of a limited partnership or a generalpartnership, provided that such cooperation or the ending thereof is of material significance to theCompany; and(c)acquiring or disposing of a participating interest in the capital of a company with a value of at least
one-third of the sum of the assets according to the balance sheet including the explanatory notes
or, if the Company prepares a consolidated balance sheet, according to the consolidated balance
sheet including the explanatory notes according to the last adopted annual accounts of the Company,by the Company or a subsidiary.

In addition, certain resolutions of the Management Board reflected in the Articles of Association, theManagement Board By-Laws and/or the Supervisory Board By-Laws require the (prior) approval of theSupervisory Board.
In each of the above-mentioned situations, the lack of approval (whether from the General Meeting or fromthe Supervisory Board) does not affect the authority of the Management Board or the members of theManagement Board to represent the Company.
Conflict of interest
Dutch law provides that a Managing Director of a Dutch public limited liability company may notparticipate in the decision-making on resolutions (including deliberations in respect of these) if he or she
has a direct or indirect personal conflict of interest. This rule applies to the Company. If a Managing
Director does not comply with the provisions on conflicts of interest, the resolution concerned is subject tonullification (vernietigbaar) and this member may be liable towards the Company.
A Managing Director who thinks that he or she has or might have a conflict of interest in respect of a
proposed resolution of the Management Board, shall notify the chairman of the Supervisory Board and hisor her co-members of the Management Board thereof as soon as possible. The Supervisory Board shall,
upon receipt of the aforementioned notification and outside the presence of the Managing Director
concerned, decide whether this Managing Director has a conflict of interest. In case it is decided that therespective Managing Director has a conflict of interest, he or she may not participate in the consultationand decision-making of the Management Board regarding that particular resolution. If as a consequence
none of the members of the Management Board may participate in the consultation and decision-making
on such resolution, the Supervisory Board shall be authorized to adopt the resolution. Each time, when aresolution is adopted while one or more of the Managing Directors had a conflict of interest, theManagement Board will afterwards inform the General Meeting thereof.
All transactions in which there are conflicts of interest with Managing Directors shall be agreed on terms
that are customary for arm's-length transactions in the branch of business in which Adyen operates.
Decisions to enter into transactions in which there are conflicts of interest with Managing Directors that areof material significance to the Company and/or to the relevant Managing Directors require the approval of
the Supervisory Board.
Potential conflict of interest and other information
The Company is not aware of any potential conflicts of interest between the private interests or other duties
of each of the members of the Management Board on the one hand and the interests of the Company on theother hand. In accordance with best practice principle 2.7.4 of the Dutch Corporate Governance Code, theCompany will report on any conflict of interest in its annual report. There is no family relationship between
any Managing Director and any Supervisory Director.

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During the last five years, none of the members of the Management Board: (i) has been convicted offraudulent offenses; (ii) has served as a director or officer of any entity subject to bankruptcy proceedings,
receivership or liquidation; or (iii) has been subject to any official public incrimination and/or sanctions bystatutory or regulatory authorities (including designated professional bodies), or disqualification by a court
from acting as a member of the administrative, management or supervisory body of an issuer, or from acting
in the management or conduct of the affairs of any issuer.
Members of the Management Board
As at the date of this Prospectus, the Management Board is composed of the following members:
Name
Pieter van der Does ..................................
Arnout Schuijff ........................................
Roelant Prins ............................................
Ingo Uytdehaage ......................................
Sam Halse ................................................
Joop Wijn .................................................

Age
49
50
43
45
32
49

Position
CEO
CTO
CCO
CFO
COO
CSRO

Member since
6 July 2007
6 July 2007
9 September 2009
1 June 201120 April 2015
1 May 2017

Term
4 years from Settlement Date
4 years from Settlement Date
4 years from Settlement Date
4 years from Settlement Date
4 years from Settlement Date
4 years from Settlement Date

Mr. van der Does is Adyen's president and CEO and has been a member of the Management Board since2007. Prior to joining Adyen, he spent more than 15 years in the payments industry. Mr. van der Does was
CCO at Bibit (a pioneering international payment service provider, acquired by the Royal Bank of Scotland
in 2004) before co-founding Adyen in 2006. Mr. Van der Does serves as a supervisory board member of
Écart Invest B.V.
Mr. Schuijff is Adyen's CTO and has been a member of the Management Board since 2007. He is an
acknowledged expert in the architecture of advanced payment technology solutions. After co-founding, andalso being responsible for creating the technology behind, Bibit (a pioneering international payment service
provider, acquired by the Royal Bank of Scotland in 2004), Mr. Schuijff teamed up with Mr. van der Does
again in 2006 to co-found Adyen.
Mr. Prins is Adyen's CCO and has been a member of the Management Board since 2009. Mr. Prins is
responsible for the commercial activities at Adyen. After starting his career as a consultant, he moved on
to the online payments industry in early 2000. Throughout the years, Mr. Prins has held various international
management roles in sales and business development for companies providing payment solutions tointernational ecommerce businesses.
Mr. Uytdehaage is Adyen's CFO and has been a member of the Management Board since 2011. He has
earned a degree from Maastricht University (MBA in accounting and finance) and studied supply chain
management and organizational behavior at Aarhus Business School in Denmark. Additionally, Mr.
Uytdehaage also obtained his CPA at the Vrije Universiteit in Amsterdam. Prior to joining Adyen, Mr.
Uytdehaage was a finance director at Royal KPN NV. Currently, Mr. Uytdehaage serves as chairman of
the board of photography museum Foam in Amsterdam, the Netherlands.
Mr. Halse is Adyen's COO and has been a member of the Management Board since 2015. Mr. Halse isresponsible for the operations of all customers who process on the Adyen platform. After starting his career
as a commercial lawyer in New Zealand, he moved to the online payment industry in 2010. Mr. Halse has
built substantial experience in payments and has worked with many of the leading global e-commercecompanies in assisting them with their international payments rollout and optimization of payment
processes.
Mr. Wijn is Adyen's CSRO and has been a member of the Management Board since 2017. Mr. Wijn has
vast experience in global financial services, helping companies with their payment products, debt and equity
products, M&A activity and access to financial markets. Previously, Mr. Wijn served as management board
member of ABN AMRO, as supervisory board member of Royal Jaarbeurs Utrecht, as chairman of thesupervisory board of Oranje Fonds and as supervisory board member of Stichting Stadsherstel Amsterdam.
Before ABN AMRO, Mr. Wijn was State Secretary for Finance and Minister for Economic Affairs in the
Dutch government. Mr. Wijn serves as a supervisory board member of Royal Schiphol Group NV.

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Supervisory Board
Powers and function
The Supervisory Board supervises the conduct and policies of the Management Board and the generalcourse of affairs of the Company and its business. The Supervisory Board also provides advice to theManagement Board. In performing their duties, the members of the Supervisory Board (the "Supervisory
Directors") are required to be guided by the interests of the Company which includes the interests of thebusiness connected with it. The Management Board shall timely provide the Supervisory Board with theinformation necessary for the performance of its duties. Not less than once a year the Management Board
shall inform the Supervisory Board in writing of an outline of the strategic policy, the general and financial
risks and the administrative and audit system of the Company. The Supervisory Board has drawn up a
profile for its size and composition taking into account the nature of the business of the Company, theCompany's activities and the desired expertise and background of its members.
Supervisory Board By-Laws
In accordance with the Articles of Association, the Supervisory Board has adopted by-laws governing theSupervisory Board's principles and best practices (the "Supervisory Board By-Laws"). The Supervisory
Board By-Laws describe the duties, tasks, composition, procedures and decision-making of the Supervisory
Board.
Composition, appointment and removal
The Articles of Association provide that the Supervisory Board must consist of three (3) or moreindividuals, with a maximum of five persons and the exact number of Supervisory Directors to be
determined by the Supervisory Board. Only natural persons may be appointed as Supervisory Director.
Supervisory Directors are appointed by the General Meeting upon a nomination of the Supervisory Boardin accordance with the Articles of Association. The Supervisory Board shall make one or more nominations
in case a Supervisory Director is to be appointed. A nomination for appointment of a Supervisory Director
shall state the candidate's age and the positions he or she holds or has held, in so far as these are relevant
for the performance of the duties of a Supervisory Director. A nomination for appointment must be
accounted for by giving reasons for it.
The nomination must be included in the notice of the General Meeting at which the appointment will beconsidered. If no nomination has been made, this must be stated in the notice. In the event that theSupervisory Board has made a nomination, the resolution of the General Meeting to appoint such nominee
shall be adopted by an absolute majority of the votes cast. A resolution of the General Meeting to appointa Supervisory Director other than in accordance with a nomination of the Supervisory Board, but inaccordance with the agenda for such General Meeting, shall require a majority of two thirds of the votes
cast representing more than half of the Company's issued share capital. The Supervisory Board shall appoint
one of its members as chairman and shall appoint one of its members as vice-chairman. However, theGeneral Meeting may at its discretion appoint a Supervisory Director other than upon the nomination of
the Supervisory Board, provided that a proposal to appoint such other person has been put on the agendaof the relevant General Meeting.
Any nomination by the Supervisory Board must be drawn up with due observance of the profile(profielschets) for the size and the composition of the Supervisory Board adopted by the Supervisory Board.
The profile sets out the scope and composition of the Supervisory Board, taking into account the nature of
the business, its activities, and the desired expertise and the background of the Supervisory Directors.
Any appointment of a Supervisory Director must be approved by DNB. In connection with its approval
procedure, DNB will test the proposed new Supervisory Director on integrity (betrouwbaarheid) andsuitability (geschiktheid). One of the suitability criteria is independent functioning. Independent functioning
as viewed by DNB includes the following three basic elements: (i) the Supervisory Director is able to act
independently and to balance competing interests ("independence in mind"); (ii) the Supervisory Director
avoids or controls any semblance of conflicting interests ("independence in appearance"); and (iii) theSupervisory Board as a body enjoys a sufficient degree of formal independence ("independence in state").
DNB translates this element into the requirement that at least half (50%) of the Supervisory Directors mustbe formally independent.

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The General Meeting may at any time, at the proposal of the Supervisory Board, suspend or remove a
Supervisory Director with a resolution adopted by an absolute majority of votes cast. Should the General
Meeting wish to suspend or remove a Supervisory Director other than in accordance with a proposal of theSupervisory Board, such suspension or dismissal needs to be adopted by two thirds of the votes cast,representing more than half of the Company's issued capital.
Decision-making
The Supervisory Board shall hold at least four meetings per year and further whenever either the chairman,
two other Supervisory Directors, or the Management Board deems necessary. At a meeting, the Supervisory
Board may only pass valid resolutions if at least half of the Supervisory Directors are present or represented.
The Supervisory Board may also adopt resolutions outside a meeting, provided that all Supervisory
Directors without a conflict of interest as defined in the Articles of Association have been given theopportunity to express their opinion on the proposed resolution, none of them have objected, on reasonablegrounds, to this manner of decision making process and the majority of them have expressed themselves infavor of the relevant proposal in writing. If no larger majority is stipulated by Dutch law or pursuant to the
Articles of Association or the Supervisory Board By-Laws, the Supervisory Board may adopt resolutions
with an absolute majority of the votes cast. If there is a tie of votes, the chairman of the Supervisory Board
shall have a casting vote.
Conflict of interest
Similar to the rules that apply to the Managing Directors described above, Dutch law also provides that a
Supervisory Director of a Dutch public limited liability company may not participate in the decision-making
on resolutions (including deliberations in respect of these) if he or she has a direct or indirect personal
conflict of interest. This rule also applies to the Company. A Supervisory Director who thinks that he or
she has or might have a conflict of interest in respect of a proposed resolution of the Supervisory Board,shall notify his or her co-members thereof as soon as possible. The Supervisory Board shall decide, outside
the presence of the Supervisory Director concerned, whether a conflict of interest exists. If all Supervisory
Directors have a conflict of interest in respect of a proposed resolution of the Supervisory Board, then the
Supervisory Board shall adopt the relevant resolution on the basis of section 2:140 paragraph 5, lastsentence, of the Dutch Civil Code, meaning that the resolution will be adopted by the General Meeting,unless the proposed resolution of the Supervisory Board is a resolution that it needs to adopt on the basisof section 2:129 paragraph 6, second sentence, of the Dutch Civil Code because all Managing Directors
had a conflict of interest, in which case the Management Board shall adopt the relevant resolution. Eachtime, when a Supervisory Board resolution is adopted while one or more of the members had a conflict ofinterest, the Supervisory Board will inform the General Meeting thereof.
All transactions in which there are conflicts of interest with Supervisory Directors shall be agreed on terms
that are customary for arm's-length transactions in the branch of business in which Adyen operates.
Decisions to enter into transactions in which there are conflicts of interest with Supervisory Directors thatare of material significance to the Company and/or to the relevant Supervisory Directors require theapproval of the Supervisory Board.
Potential conflict of interest and other information
The Company is not aware of any potential conflicts of interest between the private interests or other duties
of each of the Supervisory Directors on the one hand and the interests of the Company on the other hand.
In accordance with best practice principle 2.7.4 of the Dutch Corporate Governance Code, the Company
will report on conflicts of interest in its annual report. There is no family relationship between any
Supervisory Director and any Managing Director.
During the last five years, none of the members of the Supervisory Board: (i) has been convicted offraudulent offenses; (ii) has served as a director or officer of any entity subject to bankruptcy proceedings,
receivership or liquidation; or (iii) has been subject to any official public incrimination and/or sanctions bystatutory or regulatory authorities (including designated professional bodies), or disqualification by a court
from acting as a member of the administrative, management or supervisory body of an issuer, or from acting
in the management or conduct of the affairs of any issuer.

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Members of the Supervisory Board
As at the date of this Prospectus, the Supervisory Board is composed of the following members and its
composition complies with the independency principle 2.1.7 Dutch Corporate Governance Code:
Name

Age

Position

Piero Overmars * ................................

53

Chairman

Delfin Rueda Arroyo * ........................

53

MemberJoep van Beurden ** ...........................

57

MemberMember since
20 January
2017
20 January
2017
20 January
2017

Term
until January 2021, with an option to reappoint for another 4-year term
until January 2022, with an option to reappoint for another 4-year term
until January 2020, with an option to reappoint for another 4-year term

* Independent within the meaning of the Dutch Corporate Governance Code.
** Prior to becoming a member of the Supervisory Board, Mr. van Beurden acted as an advisor to Adyen.

The business address of the members of the Supervisory Board is the Company's registered address, Simon
Carmiggeltstraat 6, 1011 DJ Amsterdam, the Netherlands.
Mr. Overmars was appointed to the Supervisory Board in 2017 and is the current chairman of theSupervisory Board. In addition to this role at the Company Mr. Overmars serves as a member of thesupervisory boards of AMC Academic Medical Center and Dura Vermeer Groep NV and as a member ofthe management board of Randstad Beheer B.V. Previously, he served as chairman of the supervisoryboards of Nutreco and SNS Reaal and as president of the Nyenrode Foundation, following an extensive
career at ABN AMRO that culminated in a board member position. Mr. Overmars holds an MBA from
Nyenrode Business University (Netherlands).
Mr. Rueda Arroyo was appointed to the Supervisory Board in 2017 and is the head of the Audit Committee.
In addition to this role at the Company, Mr. Rueda serves as CFO and member of the executive board andmanagement board of NN Group. Previously, he served as a member of the supervisory board of Delta
Lloyd Levensverzekering, Delta Lloyd Schadeverzekering and Movir and he was CFO and member of the
management board of ING Insurance, following an extensive career at Andersen Consulting, UBS, J.P.
Morgan and Atradius. Mr. Rueda holds a degree in Economic Analysis and Quantitative Economics fromthe Complutense University of Madrid (Spain). He also holds an MBA from the Wharton School,
University of Pennsylvania (USA).
Mr. van Beurden was appointed to the Supervisory Board in 2017 and is the head of the Nomination andRemuneration Committee. In addition to this role at the Company, Mr. van Beurden is CEO and memberof the executive board of Kendrion. Previously, he served as CEO of CSR Plc. (UK) and NexWave Inc.
(France), following a career at Royal Dutch Shell plc, McKinsey, Royal Philips NV and Canesta Inc. Mr.
van Beurden holds a degree in Applied Physics from Twente University of Technology (Netherlands).
Supervisory Board Committees
The Supervisory Board shall appoint from among its members two permanent committees; a 'Nomination
and Remuneration Committee' and an 'Audit Committee' as well as such other committees as it may deem
fit. The Supervisory Board shall draw up a set of rules and regulations for these committees which rules
and regulations will be in effect on or shortly after Conversion. The task of each committee shall be toprepare the resolutions of the Supervisory Board and to make proposals to the Supervisory Board. Eachcommittee shall be authorized to retain the services of legal, accounting or other consultants at theCompany's expense.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee advises the Supervisory Board on the exercise of its duties
regarding the Company's remuneration policy, including analyzing developments of the Dutch Corporate
Governance Code and other applicable laws and regulations, and preparing proposals for the Supervisory
Board on these subjects. It furthermore advises the Supervisory Board on its duties regarding the selection
and appointment of Managing Directors and Supervisory Directors. The duties of the Nomination andRemuneration Committee include the preparation of proposals of the Supervisory Board on the Company's
remuneration policy to be adopted by the General Meeting, and on the remuneration of the individual
Managing Directors to be determined by the Supervisory Board. The Nomination and Remuneration
Committee also prepares a remuneration report on the execution of the Company's remuneration policy- 152 -

during the respective year to be adopted by the Supervisory Board. Furthermore, the duties of theNomination and Remuneration Committee include preparing the selection criteria and appointment
procedures for Managing Directors and Supervisory Directors, and proposing the profile (profielschets) for
the Supervisory Board. It also periodically assesses the scope and composition of the Management Boardand the Supervisory Board, and the functioning of individual members of the Supervisory Board and themembers of the Management Board. The Nomination and Remuneration Committee also makes proposals
regarding appointments and reappointments of members of the Management Board and the Supervisory
Board. The Nomination and Remuneration Committee shall meet as often as required for a proper
functioning of the Nomination and Remuneration Committee. The meetings are, as much as possible,
scheduled twice a year in advance.
The Nomination and Remuneration Committee will consist of at least three (3) Supervisory Directors as
determined by the Supervisory Board.
The rules for the Nomination and Remuneration Committee will be published on Adyen's website under
www.Adyen.com ultimately on the on or shortly after Conversion.
Audit Committee
The Audit Committee undertakes preparatory work for the Supervisory Board's decision-making regarding
the supervision of the integrity and quality of the Company's financial reporting and the effectiveness of
the Company's internal risk management and control systems. Working within the Supervisory Board, theAudit Committee is charged in particular with the supervision and monitoring as well as advising theManagement Board and each Managing Director regarding (i) the functioning of the internal risk
management and control systems (risk policies, risk appetite and integrity) including the internal audit
function, (ii) financial reporting, including the timely and properly publishing of the periodical externalfinancing reports, (iii) statutory auditing of the (consolidated) annual accounts and the independence of theexternal auditor, (iv) tax planning and corporate finance, (v) IT and communication technology and (vi)Adyen's financing arrangements. It furthermore maintains regular contact with and supervises the external
accountant and it prepares the nomination of an external accountant for appointment by the General
Meeting. The Audit Committee also issues preliminary advice to the Supervisory Board regarding theapproval of the annual accounts and the annual budget and major capital expenditures. The Audit
Committee meets at least four times a year.
The Audit Committee will consist of three (3) or more Supervisory Directors as determined by theSupervisory Board.
The rules for the Audit Committee will be published on Adyen's website under www.Adyen.com ultimately
on or shortly after Conversion.
Remuneration
Management Board
The Nomination and Remuneration Committee shall submit a proposal of the remuneration policy
applicable to the Management Board to the Supervisory Board in accordance with the terms of referenceof the Nomination and Remuneration Committee. The Supervisory Board will submit the proposal of the
remuneration policy for the Management Board to the General Meeting, which shall adopt such policy inaccordance with the relevant statutory provisions (also see "Supervision and Regulation - Regulation In
Jurisdictions In Which Adyen Currently Operates Under Local Licences - Sound and Controlled Business
Operations - Governance and Risk Management – Remuneration"). The remuneration of the members of
the Management Board shall be determined by the Supervisory Board with due observance of the
remuneration policy as adopted by the General Meeting.
The Company shall not grant its Managing Directors any personal loans, guarantees or the like unless inthe normal course of business and on terms applicable to the personnel as a whole, and after approval of
the Supervisory Board. No remission of loans shall be granted.
The individual Managing Directors shall provide the Nomination and Remuneration Committee with theirviews with regard to the amount and structure of their own remuneration.

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Remuneration Management Board
The total remuneration received by the Management Board in 2017 amounted to €2,505,809. The tablebelow provides an overview of the remuneration of each individual Managing Director for the financial
year 2017.

Total
remuneration

Base salaryPension andsocialsecurity
Share-based
contributions compensation*

Variable
income incashRemark(€)
Pieter van der Does ....
Arnout Schuijff ..........
Roelant Prins ..............
Ingo Uytdehaage ........
Sam Halse ..................
Joop Wijn ...................

482,322
237,523
407,683
477,861
429,060
471,360

427,195
209,195
347,195
402,499
360,471***284,999

6,377
3,128
6,227
6,182
0
4,462

0
0
12,261
20,43020,716
181,899

48,750**25,200**42,000**48,750**47,8730Part-time percentage 60%

Started May 1, 2017

* This amount equals the total expenses recognized by Adyen during the financial year in relation to share-based compensation, basedon the vesting schedule for options granted and the fair value of the option at grant date, as further detailed in the Financial
Statements.
** Variable income in cash relates to performance in the preceding calendar year. As of 2018, in line with (i) the Act on Remuneration
Policies in Financial Enterprises (Wet beloningsbeleid financiële ondernemingen), and (ii) the Guidelines on Remuneration Policies
and Practices as formally adopted on 10 December 2010 by the Committee of European Banking Supervisors, the Management Board
will no longer be entitled to a performance related bonus payment.
*** This amount includes housing allowance.

Share-based compensation
The table below provides an overview of the Options per 31 December 2017 that have been granted toManaging Directors as part of their share-based compensation.

Pieter van der Does ................................
Arnout Schuijff ......................................
Roelant Prins ..........................................
Ingo Uytdehaage ....................................
Sam Halse ..............................................
Joop Wijn ...............................................

Grant date

Number of Options
VestedNumber of Options
Non-vested

Number of Options
Expected to Vest*

2014
2014
2014
2015
2017

72,398120,632
24,072
18,177
0

0
0
0
6,550
64,5000006,550
64,500* This number assumes that the relevant person does not leave Adyen before the date that all such Options have vested. An Option
can only vest in accordance with the vesting description set forth in "—Incentive Plans—Adyen Option Plan".

Supervisory Board
The remuneration of the Supervisory Directors is determined by the General Meeting. The Supervisory
Board shall when applicable submit proposals on its remuneration to the General Meeting.
The remuneration of a Supervisory Director may not depend on the profit of the Company. A Supervisory
Director shall not be granted any Shares and/or rights to Shares as a form of remuneration. Any
shareholding in the Company by Supervisory Directors must be for the purpose of long-term investment.
The Company and its subsidiaries do not grant personal loans, guarantees or the like to Supervisory
Directors, save as part of its usual business operations. Loans are not remitted.
Remuneration Supervisory Board
The total remuneration received by the Supervisory Board in 2017 amounted to €151,466. The table below
provides an overview of the remuneration of each Supervisory Director for the financial year 2017. In
addition to the remuneration, expenses incurred by the members of the Supervisory Board in theperformance of their duties are reimbursed in full.

- 154 -

Piero Overmars .............................................................
Delfin Rueda Arroyo .....................................................
Joep van Beurden ..........................................................

Total remuneration(€)
58,44760,00032,999Remuneration in
cash (€)
50,00060,00030,000Share-based
compensation (€)
8,477
0
2,999

Share-based compensation
The table below provides an overview of the aggregate number of Options per 1 June 2018 that have been
granted to Supervisory Directors as part of their share-based compensation and that have vested at the dateof the Prospectus. The non-vested Options held by Mr. Piero Overmars and Mr. Joep van Beurden have
expired as per 1 June 2018. See "—Incentive Plans—Adyen Option Plan" for further particulars.
Grant date
Piero Overmars .........................................................................................................
Delfin Rueda Arroyo ..................................................................................................
Joep van Beurden .......................................................................................................

Number of Vested
Options

2016
2015

1,093
1,719

*

* Options were granted in his role as an advisor to Adyen prior to becoming a member of the Supervisory Board.

As the Supervisory Directors are not allowed to be remunerated via share-based compensation after thelisting of Adyen, the annual remuneration per Supervisory Director with unvested Options that expired as
per 1 June 2018 was increased by €30,000 per year starting that date.
In addition Mr. Piero Overmars and Mr. Joep van Beurden have committed not to sell, transfer or otherwise
dispose of any (a) Options held, or (b) Depositary Receipts acquired through the exercise of any such
Option, during the term of their appointment.
Equity Holdings
Share and Depositary Receipt holdings
The table below reflects the equity position directly or indirectly held by the Managing Directors at the dateof the Prospectus:
Shareholdings (aggregate
number of Shares and/or
Depositary Receipts)
Pieter van der Does ..........................................................................................................................
Arnout Schuijff ................................................................................................................................
Roelant Prins ....................................................................................................................................
Ingo Uytdehaage ..............................................................................................................................
Sam Halse ........................................................................................................................................
Joop Wijn .........................................................................................................................................

1,610,486**
2,160,176***384,633*
261,234*
3,601*
2,454** Held in the form of Depositary Receipts.
** Held through the use of a personal holding company, Spreng B.V.
*** Held through the use of two holding companies, Sintentis B.V. and Dia Holding B.V.

Currently none of the Supervisory Directors possesses any Shares (or similar instruments that would givean equity-like interest in the Company) other than the number of Options reflected above under "-Sharebased compensation".
Depositary Receipts buy-in
Prior to the Settlement Date, Adyen has allowed its directors and employees the possibility to purchase
Depositary Receipts at fair market value in accordance with the STAK's trust conditions (see also
"Shareholder Structure and Related Party Transactions – Shareholder Structure – Existing Shareholders"and "—Incentive Plans"). Each Depositary Receipt issued represents the economic interests of one
underlying STAK Share.

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Restrictions on Remuneration
Variable Pay Constraints
Under its regulatory regime, Adyen must comply with variable remuneration constraints that follow fromCRD IV, as implemented in the DNB Regulation on Sound Remuneration Policies 2017 (Regeling beheerst
beloningsbeleid Wft 2017). Further to that, the act prohibiting the payment of variable remuneration toboard members and day-to-day policy makers of financial institutions that receive state aid (Wetbonusverbod staatsgesteunde ondernemingen) and the ARPFE have been enacted. The abovementioned
rules and regulations should be considered in conjunction with the Guidelines on Remuneration Policies
and Practices as formally adopted on 10 December 2010 by the Committee of European Banking
Supervisors (and continued by the EBA, the "EBA Guidelines"), which has been revised and which enteredinto force as at 1 January 2017. These variable pay constraints are applicable to all operations of credit
institutions and investment firms based in Member States (including their operations outside the EU).
The Dutch government has implemented further restrictions on remuneration in the financial industry, mostrecently through the ARPFE. The restrictions of the ARPFE, include among others the introduction of a
20% maximum for variable remuneration. The ARPFE has a broader scope than the remuneration rules
under CRD IV. For example, the bonus cap of 20% as introduced by the ARPFE in principle applies to all
persons working under the responsibility of the entities within Adyen. The remuneration restrictions havebeen embedded in Adyen's remuneration policy, as revised and applicable from time to time. In accordancewith the applicable remuneration restrictions, the variable remuneration of individual employees in the
Netherlands is in principle capped at 20% of fixed remuneration, but for certain employees in the
Netherlands a 100% bonus cap applies as Adyen makes use of the exception as described under (i) of"Supervision and Regulation – Regulation in Jurisdictions in which Adyen Currently Operates under Local
Licenses – Sound and Controlled Business Operations – Governance and Risk Management –Remuneration".
In accordance with the applicable remuneration restrictions, Adyen makes use of the exceptions to apply a
100% bonus cap for employees working in another EU member state and a 200% bonus cap for employees
working outside of the EU (see under (ii) and (iii) in "Supervision and Regulation – Regulation inJurisdictions in which Adyen Currently Operates under Local Licenses – Sound and Controlled Business
Operations – Governance and Risk Management – Remuneration". Adyen does not award variable
remuneration to the Managing Directors. As the application of such rules and principles may include anassessment and interpretation of the remuneration restrictions, it cannot be excluded that a competentsupervisory authority takes a different view on the correct application thereof in specific cases (although
there is currently no indication that a competent supervisory authority will take such position).
Adjustment and Claw-Back of Bonuses
On 1 January 2014, the Dutch Act on the revision and claw-back of bonuses and profit-sharing
arrangements of directors and day-to-day management entered into force. The act applies to management
board members of Dutch public companies and financial enterprises as defined in the Dutch Financial
Supervision Act, which includes banks. Pursuant to the Dutch Financial Supervision Act, and as introducedby the ARPFE, the scope of the provisions regarding the claw-back of bonuses of the Dutch Financial
Supervision Act has been extended to all persons working under the responsibility of financial enterprises.
The rules provide, among others, for the possibility to: (i) revise a bonus prior to payment, if unaltered
payment of the bonus would be unacceptable pursuant to the criteria of "reasonableness and fairness"; and(ii) claw-back (part of) a paid bonus, if payment took place on the basis of incorrect information on
fulfilment of the bonus targets or conditions for payment of the bonus. In accordance herewith a company's
supervisory board has discretionary power to adjust any variable remuneration to a suitable amount if, in
its opinion, payment of the compensation would be unacceptable under the principle of "reasonablenessand fairness". A supervisory board is also authorized to reclaim any variable remuneration over any
performance period if the award, calculation or payment has been based on incorrect data or if theperformance conditions were not achieved in hindsight. The recipient will then be obliged to repay said
amount to such company. Pursuant to the Dutch Financial Supervision Act, and as introduced by the
ARPFE, a company's supervisory board must in any case adjust variable remuneration downwards if aperson (a) has not met appropriate standards of capability and correct behavior or (b) was responsible for
conduct which has led to a substantial deterioration of the company's position including its financial
position, and must in any case reclaim variable remuneration paid to any such person.

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Directors' Indemnification and Insurance
Under Dutch law, members of the Management Board and the Supervisory Board may be liable to theCompany and to third parties for damages in the event of improper or negligent performance of their duties.
In certain circumstances they may be liable for damages to the Company and to third parties forinfringement of the Articles of Association or certain provisions of the Dutch Civil Code. In addition, in
certain circumstances, they may incur additional specific civil and criminal liabilities.
Insurance
The Managing Directors and the Supervisory Directors of Adyen are insured under an insurance policy
taken out by Adyen against damages resulting from their conduct when acting in their capacities as
directors.
Indemnification
Pursuant to the Articles of Association, and unless the laws of the Netherlands provide otherwise, thefollowing will be reimbursed to inter alia current and former Managing Directors and Supervisory
Directors: (i) the reasonable costs of conducting a defense against claims based on acts or failures to act inthe exercise of their duties or any other duties currently or previously performed by them at our request;(ii) any damages or fines payable by them as a result of an act or failure to act as referred to under (i); and(iii) the reasonable costs of appearing in other legal proceedings or investigations in which they are involved
as current or former Managing Directors or Supervisory Directors, with the exception of proceedings
primarily aimed at pursuing a claim on their own behalf.
There shall be, however, no entitlement to reimbursement if and to the extent that: a Dutch court or, in theevent of arbitration, an arbitrator has established in a final and conclusive decision that the act or failure toact of the person concerned can be characterized as wilful (opzettelijk) or grossly negligent (grove schuld)
misconduct, unless the laws of the Netherlands provide otherwise or this would, in view of thecircumstances of the case, be unacceptable according to standards of reasonableness and fairness; or thecosts or financial loss of the person concerned are covered by insurance and the insurer has paid out thecosts or financial loss.
Limitation of Supervisory Positions
Dutch legislation came into force on 1 January 2013 limiting the number of supervisory positions to beoccupied by members of the management boards or supervisory boards (including one-tier boards) of "large
Dutch companies". The term "large Dutch company" applies to any Dutch company or Dutch foundation
which at two consecutive balance sheet dates meets at least two of the following criteria: (i) the value of its
assets, as given in its balance sheet (together with explanatory notes) on the basis of their acquisition priceand production costs, is more than €17.5 million; (ii) its net turnover in the applicable year is more than
€35 million; and (iii) the average number of employees in the applicable financial year is at least 250.
A person cannot be appointed as a managing or executive director of a "large Dutch company" if (i) he/she
already holds a supervisory or non-executive position at more than two other "large" Dutch public or privatecompanies or "large" Dutch foundations, or (ii) if he/she is the chairman of the supervisory board or onetier board of another "large" Dutch public or private company or "large" Dutch foundation. Also, a person
cannot be appointed as a supervisory director or non-executive director of a "large Dutch company" if
he/she already holds a supervisory position or non-executive position at five or more other "large" Dutch
public or private companies or Dutch foundations, whereby the position of chairman of the supervisoryboard or one-tier board of another "large" Dutch company is counted twice. An appointment in violation ofthese restrictions will result in that last appointment being void. Earlier appointments at other entities are
not affected. The fact that an appointment is thus void does not affect the validity of decision-making.
The Company qualifies as a "large Dutch company" for the purposes of the rules limiting the number
supervisory positions. The members of the Management Board and the Supervisory Board comply withthese rules because, among other things, they do not hold more than the allowed number of positions atother large Dutch companies.

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Equal Employment Policy
Dutch law requires that large companies should pursue a policy of having at least 30% of the seats on the
management board and the supervisory board held by men and at least 30% of the seats on the management
board and the supervisory board held by women. The term "large company" within the meaning of thisobligation of effort has the same meaning as set out under "—Limitation of Supervisory Positions" above
except that the criteria are tested on one balance sheet date. This target figure for the allocation of seats is
to be taken into account in connection with: (i) the appointment, or nomination for the appointment, ofmembers of the management board; (ii) drafting the criteria for the size and composition of the supervisoryboard, as well as the designation, appointment, recommendation and nomination for appointment ofmembers of the supervisory board; and (iii) drafting the criteria for the non-executive members of the (onetier) board, as well as the nomination, appointment and recommendation of non-executive members of the(one-tier) board. If a large company does not meet the gender diversity target figures, it is required to
explain in its management board report: (a) why the seats are not allocated in a well-balanced manner; (b)how it attempts to achieve a well-balanced allocation; and (c) how it aims to achieve a well-balanced
allocation in the future.
The Company qualifies as a "large company" within the meaning of the diversity policy rules describedabove and applies an equal employment policy. Under this policy, the Company undertakes to provide
equal employment opportunity for all persons without regard to aspects including race, color, creed,
religion, sex, sexual orientation, the presence of any sensory, mental, or physical disability.
Employment, Service and Severance Agreements
As of the date of this Prospectus, the Managing Directors are employed by the Company, whereby Mr. Sam
Halse is currently assigned to Adyen Inc. The terms and conditions of the employment agreements of theManaging Directors are governed by Dutch employment law. Each Managing Director is envisaged to settle
its employment agreement with the Company and to enter into a service agreement (overeenkomst van
opdracht) with the Company effective as of the date of Conversion. The terms and conditions of these
service agreements have been aligned with the relevant provisions in the current employment agreements
and the Dutch Corporate Governance Code. The service agreements will be entered into for a term of 4
years. The service agreements provide for a severance of one annual base salary if the Managing Director
is not re-appointed or otherwise terminated by the Company (for any reason other than urgent cause within
the meaning of article 7:678 of the Dutch Civil Code (dringende reden)), in accordance with the Dutch
Corporate Governance Code.
Employees
In the table below, the division of full-time equivalents ("FTEs") employed at Adyen is set out in
geographical segments.
FTEs at year end per Geographical Segment
FTEs at year end
The Netherlands ...............................................................................................
Outside of the Netherlands ...............................................................................
Total ................................................................................................................

2017

2016
396
272
668

2015
281
183
464

195
143
338

Employee Representation
Adyen's employees in the Netherlands and/or abroad have not requested that a works council be formed.
All of the employees have direct access to management to discuss any matter while important decisions are
discussed during regular all-staff meetings.
Pension Schemes
The Netherlands
Adyen has a collective defined contribution plan for its Netherlands-based employees who have reached
the age of 21. This plan is operated by a Netherlands-based pension provider. In addition Adyen has insured
on behalf of the employees the risks of death and disability. On behalf of each eligible employee Adyen
pays a contribution of 4% of the pensionable salary - being 12 times the monthly fixed salary plus holiday- 158 -

pay up to the fiscally allowed maximum minus a deductible - for the accrual of old age pension benefits aswell as the insurance premiums and administration costs. If and as far as fiscally allowed, each employee
has the possibility to make additional contributions in order to accrue additional pension capital.
Pensions outside the Netherlands
Adyen operates company related pension plans in a very limited number of countries outside theNetherlands. In most countries the employees are only entitled to participate in the mandatory state pension
schemes whereby Adyen - if and as far as applicable - will pay the required employer contributions.
Examples are the mandatory superannuation employer contribution of (currently) 9.5% of the annual grosssalary in Australia and the mandatory contributions to the Central Provident Fund in Singapore.
In the US, Adyen employees do have the option to participate in a 401k pension plan, but Adyen does notprovide for an employer contribution.
In the UK, Adyen employees are automatically enrolled in a group personal pension plan operated by a UK
based provider, but do have the option to opt out of this plan. If an employee opts for participation and pays
a contribution of at least 3% of its gross annual basic salary, the employer pays an additional contribution
of 7% of the gross annual basic salary.
In Sweden, Adyen as employer used to reimburse 50% of the contributions paid by the employee into its
own personal pension plan, up to a maximum of 11.3% of the gross annual basic salary of the employee.
As of 1 May 2018 a collective defined contribution plan is applicable.
In Belgium, Adyen employees are eligible to arrange their own additional private pension plan and receivea gross reimbursement from Adyen on a monthly basis.
In Spain, Adyen employees who have been employed for at least two years, will be offered as of 1 May
2018 participation in a collective defined contribution plan. Adyen as employer will pay the contributions
as stipulated in the collective bargaining agreement for the banking sector.
Dutch Corporate Governance CodeThe Dutch Corporate Governance Code, as amended on 8 December 2016 and which finds its statutory
basis in Book 2 of the Dutch Civil Code, prescribes that Dutch listed companies are required to report oncompliance with the amended Dutch Corporate Governance Code in respect of any financial year startingon or after 1 January 2017. The Company is required to report in 2019 on its compliance with the amended
Dutch Corporate Governance Code for the 2018 financial year.
The Dutch Corporate Governance Code is based on a 'comply or explain' principle. Accordingly, companies
are required to disclose in their management board report whether or not they are complying with thevarious best practice principles of the Dutch Corporate Governance Code. If a company deviates from a
best practice principle in the Dutch Corporate Governance Code, the reason for such deviation must be
properly explained in its management board report.
Compliance with the Dutch Corporate Governance Code
The Company acknowledges the importance of good corporate governance. The Company agrees with thegeneral approach and with the majority of the provisions of the Dutch Corporate Governance Code. As
such, it fully complies with the Dutch Corporate Governance Code with the exception of:xbest practice provision 4.3.3, which provides that the general meeting of shareholders of a company
not having statutory two-tier status (structuurregime) may pass a resolution to cancel the binding
nature of a nomination for the appointment of a member of the management board or of thesupervisory board and/or a resolution to dismiss a member of the management board or of thesupervisory board by an absolute majority of the votes cast. It may be provided that this majority
should represent a given proportion of the issued capital, which proportion may not exceed onethird. However, Adyen will apply a higher proportion of one-half as per the date of Conversion.

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Dutch Banking CodeIn 2009, the Advisory Committee on the Future of Banks in the Netherlands ("Advisory Committee")made recommendations for improving the performance of the Dutch banking sector to help restore trust inbanks. Dutch banks and the Dutch Banking Association teamed up to translate the Advisory Committee's
recommendations into best practices, which are included in the Dutch Banking Code. The Dutch Banking
Code came into effect on 1 January 2010 and sets out principles that all institutions with a banking license
granted under the Dutch Financial Supervision Act should adhere to in terms of corporate governance, risk
management, audit and remuneration. A Banking Code Monitoring Committee ("Dutch Banking CodeMonitoring Committee") was set up to monitor and to report on the progress made by banks in
implementing the Dutch Banking Code. As of 1 January 2015, the Dutch Banking Association has renewed
the Dutch Banking Code, as advised by the Dutch Banking Code Monitoring Committee in March 2013,
and introduced a social charter (Maatschappelijk Statuut). The measures, along with the proposed Banker's
Oath and disciplinary rules applicable to all employees of banks in the Netherlands, emphasize the socialrole of banks and their commitment to meeting the expectations of society at large.
Application of the Dutch Banking Code
The Company applies all principles of the Dutch Banking Code in full.
Incentive Plans
Adyen Option Plan
In 2014 Adyen established an option plan (the "Adyen Option Plan") pursuant to which the Company may
provide some of the employees of the Company and its subsidiaries with an opportunity to obtain options
to acquire Depositary Receipts ("Options"). The STAK is entitled to exercise the voting rights and otherrights pertaining to the STAK Shares (see also "Shareholder Structure and Related Party Transactions –Shareholder Structure – Existing Shareholders"). At 31 March 2018, all Adyen employees held Options.
The exercise price of the Options is equal to the fair market value of the Ordinary Shares at the grant dateof the Option. Under the terms of the Adyen Option Plan, the Options will vest over a period of four (4)years. The vesting period starts on the grant date. 25% of the Options will vest on the first anniversary of
the grant date. The remaining 75% of the Options will then vest monthly, in equal proportions at the end ofeach month, over the following 36 months. Vested Options can be exercised at any time from the vestingdate until the 8th anniversary of the grant date.
The Adyen Option Plan was designed to provide the relevant employees an incentive and encouragement
to share (indirect) ownership and for participants under the Adyen Option Plan to obtain an indirect
economic interest in the pursuit of growth, development, profitability and financial success of the Company.
After the Settlement Date, the Company will no longer be granting Options under the Adyen Option Plan.
The Adyen Depositary Receipts Award Plan (as described below) will instead be used for employee
incentive purposes going forward.
To give employees the opportunity to monetize (part of) their vested Options following Settlement, Adyen
offers to buy Depositary Receipts from its employees (held after exercise of their Options) under thefollowing conditions: (i) the offer will be open for a period ending on the date one year after the Settlement
Date, (ii) the offer applies to vested Options only, (iii) the offer is made to Adyen employees only, excluding
members of the Management Board, and (iv) the offer is limited to a maximum number of 1,000 vested
Options per employee. All employees have Options and can therefore accept the offer. As at 31 May 2018a total of 1,237,578 Options were outstanding, of which approximately three quarters have vested. The
exercise price of the Options varies and depends on the moment of grant. The weighted average exercise
price as per 31 December 2017 for all outstanding Options was €32.91. Repurchases will be made against
the then current stock market price for the Ordinary Shares. Any sale of Depositary Receipts shall require
the approval of the STAK and will be subject to any corporate and regulatory law restrictions applicable toAdyen. On the condition of Settlement taking place, the STAK will approve the sale of Depositary Receipts
to Adyen upon the exercise of vested Options by employees who already elect to do so during the Offer
Period (i.e. by 14:00 CEST on 12 June 2018), as long as such sale meets each of the conditions listed in (i)through (iv) above. Such Depositary Receipts will be bought by the Company against the Offer Price.
Following the Offer Period, the STAK will grant approval for the sale of Depositary Receipts on a caseby-case basis. Any Depositary Receipts bought by the Company, will be held until they are redistributed to- 160 -

participants under the Adyen Depositary Receipts Award Plan; the related STAK Shares will remain with
the STAK.
Adyen Depositary Receipts Award Plan
Adyen has established a Depositary Receipts award plan (the "Depositary Receipts Award Plan") in
acknowledgement of the value of the employees of the Company and the employees of its subsidiaries,
including but not limited to the Managing Directors, as stakeholders of the Company.
The Depositary Receipts Award Plan provides Adyen with the possibility to pay the annual increase of an
employee's net fixed salary (if any) in Depositary Receipts instead of in cash. In accordance with the
STAK's trust conditions (see "Shareholder Structure and Related Party Transactions – Shareholder
Structure – Existing Shareholders"), such Depositary Receipts are currently granted at fair market value.
From the Settlement Date onwards and subject to any future changes Adyen may implement in respect of
the terms and conditions of the plan, such Depositary Receipts will be granted at the then current stock
market price for the Ordinary Shares. The purpose of the Depositary Receipts Award Plan is to put theparticipants of the Depositary Receipts Award Plan in a financial ownership-like position with respect toOrdinary Shares and for them to obtain an indirect economic interest in the pursuit of growth, development,
profitability and financial success of the Company.
At any annual increase of an employee's fixed salary, the Management Board may, at its sole discretion,
decide on an individual employee basis to pay such increase in fixed salary partially or wholly in Depositary
Receipts. The Depositary Receipts granted under the Depositary Receipts Award Plan will be subject to alock up of four (4) years starting at the date of the grant. The holding and administration of the Depositary
Receipts is undertaken by the STAK. Any participating employee will be entitled to dividend payments andother distributions in relation to the STAK Shares on behalf of (the Depositary Receipts issued to) the
participating employee, but will not have any voting rights, meeting rights or other rights relating to such
STAK Shares.
Adyen Phantom Share Plan
Adyen has established a phantom share plan (the "Phantom Share Plan"), which provides newly hired
employees of the Company and its subsidiaries, upon hiring by way of sign-on bonus, an opportunity toacquire so-called phantom shares ("Phantom Shares") that track the value of underlying Ordinary Shares.
The Phantom Shares, once vested, entitle the participants of the Phantom Share Plan upon exercise of thePhantom Shares to the economic benefits of the Ordinary Shares, consisting in the monetary value of theOrdinary Shares per the date on which the exercise price is determined.
The purpose of the Phantom Share Plan is to put the participants of the Phantom Share Plan in a financial
ownership-like position with respect to Ordinary Shares and for them to obtain an indirect economic interestin the pursuit of the growth, development, profitability and financial success of the Company and the Group.
Eligible to participate in the Phantom Share Plan are only those persons that are newly hired employees
who are in their first year of employment with the Company or any of its subsidiaries. The Phantom Shares
will vest over a period of four (4) years. The vesting period starts on the grant date. 25% of the Phantom
Shares will vest on the first anniversary of the grant date. The remaining 75% of the Phantom Shares willthen vest monthly, in equal proportions at the end of each month, over the following 36 months. Phantom
Shares can be exercised at any time from the vesting date until the 8th anniversary of the grant date.
Adyen General Bonus Plan
The Adyen general bonus plan (the "Bonus Plan") is aimed to reward specific team members ("Eligible
Employees") for both achieving extraordinary business objectives and for behavior according to the Adyen
formula. The Bonus Plan is either a six-month or an annual reward program. Eligible Employees can earnbonus points on either a six-month or a yearly basis, by achieving three business objectives (Business
Objectives Points) and by behaving according to the Adyen formula (Behavioral Objectives Points). The
Business Objectives Points and Behavioral Points are weighted equally and together constitute an Eligible
Employee's bonus (Total Bonus Points). The Business Objectives Points and the Behavioral Objectives
Points cannot be paid out separately.
The Management Board designates the employees who can participate in the Bonus Plan at its sole
discretion.

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The Total Bonus Points are paid as variable income and each Total Bonus Point has a one to one conversion
to the Eligible Employee's base salary currency. The maximum amount of Total Bonus Points that can beconverted to an Eligible Employee's total variable income in a year is maximized to 20% of the fixed incomeof the Eligible Employee in the same year.
The Management Board has the right to fully or partially recover from an Eligible Employee his/her Total
Bonus Points claimed or paid, if (i) such Total Bonus Points have been awarded, calculated, claimed or
paid on the basis of incorrect financial or other data, or if the criteria for claiming Business Objectives
Points or Behavioral Objectives Points, respectively, were not achieved in hindsight; or (ii) the relevant
Eligible Employee participated and/or participates in or was responsible for conduct which resulted insignificant losses for the Company and/or the team in which the Eligible Employee works; or (iii) the
relevant Eligible Employee failed to meet the appropriate standards of fitness and propriety.
The Management Board also has the right to fully or partially hold back (by way of malus) the claim or
payment of an Eligible Employee's Total Bonus Points in the event that a claim or payment of the Total
Bonus Points is considered unacceptable under the principles of reasonableness and fairness.
Adyen Commission Plan
The Adyen sales commission plan (the "Commission Plan") is aimed to reward sales employees("Commission Plan Eligible Employees") for closing a large contract with a sustainable merchant and for
behavior according to the Adyen formula. The Commission Plan pay-out is deferred over four quarters to
avoid short term focus and risk-taking incentive. Commission Plan Eligible Employees can earn bonus
points on a yearly basis, by boarding sustainable new margin on Adyen's platform (Financial Reward
Points) and by behaving according to the Adyen formula (Behavioral Reward Points). The Financial
Reward Points and Behavioral Points are weighted equally and together constitute an Eligible Employee's
bonus (Total Reward Points). The Financial Reward Points and the Behavioral Reward Points cannot be
paid out separately.
The Management Board designates the employees who can participate in the Commission Plan at its sole
discretion.
The Total Reward Points are paid as variable income and each Total Reward Point has a one to one
conversion into the Commission Plan Eligible Employee's base salary currency. The maximum amount of
Total Reward Points that can be converted to a Commission Plan Eligible Employee's total variable income
is maximized to the fixed income of the Commission Plan Eligible Employee in the same year, to the extent
allowed under the applicable remuneration rules.
The Management Board has the right to fully or partially recover from a Commission Plan Eligible
Employee his/her Total Reward Points claimed or paid, if (i) such Total Bonus Points have been awarded,
calculated, claimed or paid on the basis of incorrect financial or other data, or if the criteria for claiming
Financial Reward Points or Behavioral Reward Points, respectively, were not achieved in hindsight; or (ii)the relevant Commission Plan Eligible Employee participated and/or participates in or was responsible for
conduct which resulted in significant losses for the Company and/or the team in which the Commission
Plan Eligible Employee works; or (iii) the relevant Commission Plan Eligible Employee failed to meet theappropriate standards of fitness and propriety.
The Management Board also has the right to fully or partially hold back (by way of malus) the claim or
payment of an Commission Plan Eligible Employee's Total Reward Points in the event that a claim or
payment of the Total Reward Points is considered unacceptable under the principles of reasonableness andfairness.

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DESCRIPTION OF SHARE CAPITAL
GeneralSet out below is a summary of certain relevant information concerning the Company's share capital and abrief summary of certain significant provisions of Dutch law as in effect on the date of this Prospectus andthe Articles of Association.
This summary does not purport to be complete and is qualified in its entirety by reference to, and should
be read in conjunction with, the Articles of Association and the relevant provisions of Dutch law as in force
on the date of this Prospectus. The Articles of Association will be made available in the governing Dutch
language and an unofficial English translation thereof on the Company's website www.Adyen.com). In theevent of any discrepancy between the Dutch version of the Articles of Association and the unofficial
English translation, the Dutch version prevails. See also "Management, Employees and Corporate
Governance" for a summary of certain material provisions of the Articles of Association and Dutch law
relating to the Management Board and the Supervisory Board.
The Company
The Company was incorporated as a Dutch private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid) on 24 November 2006. The Company will be converted into a public company
with limited liability (naamloze vennootschap) shortly after determination of the Offer Price, and prior to
Settlement pursuant to a notarial deed of conversion and amendment in accordance with a resolution of the
Shareholders adopted on 17 April 2018 (the "Deed of Amendment"). The Company's legal and commercialname will then become Adyen N.V. The Company's statutory seat (statutaire zetel) is in Amsterdam, theNetherlands, and its registered office at Simon Carmiggeltstraat 6, 1011 DJ Amsterdam, the Netherlands.
The Company is registered with the trade register of the Chamber of Commerce (Kamer van Koophandel)("Chamber of Commerce") under number 34259528.
Corporate Purpose
Pursuant to Article 3 of the Articles of Association, the Company's objects are:(a)to exercise a banking company;(b)

providing services and consultancy services in the field of information technology and internet;(c)

to incorporate, conduct the management of, participate in and take any other financial interest inother companies and/or enterprises;(d)to render administrative, technical, financial, economic or managerial services to other companies,
persons and/or enterprises;(e)to acquire, dispose of, manage and operate real property, personal property and other goods,
including patents, trademark, rights, licenses, permits and other industrial property rights;(f)

to borrow and/or lend monies, provide security or guarantee or otherwise warrant performance
jointly and severally on behalf of others;(g)

to invest capital; and(h)the provision for old age or invalidity of (former) employees of the Company or of companies
affiliated with the Company as well the provision for old age or invalidity of their (former) spouses,(former) cohabiting partners and of their own children, stepchildren and foster children, all thispursuant to a pension scheme,

and all matters related or conducive to the above, with the objects to be given their most expansive possible
interpretation. In pursuing its objects, the Company shall also take into account the interests of the legal
entities and companies with which it forms a group.

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Shares and Share Capital
Historic overview share capitalSet out below is an overview of the amount of the Company's authorized and issued share capital for theyears ended 31 December 2017, 2016 and 2015, during each of which the nominal value remained at €0.01
per Ordinary Share.
2017
Authorized

Issued306,830.36
30,683,036

294,424.87
29,442,487

Year ended 31 December
2016
Authorized
Issued2015
Authorized

Issued(number of shares)
Share Capital ..........
Ordinary Shares......

306,805.82
30,680,582

293,838.47
29,383,847

306,805.82
30,680,582

293,680.82
29,368,082

Authorized and issued share capital
As at 2018, the Company's authorized share capital amounted to €306,830.36, divided into 30,683,036
Ordinary Shares, each with a nominal value of €0.01 and the Company's issued share capital amounted to€294,454.58, divided into 29,445,458 Ordinary Shares with a nominal value of €0.01 each. All outstanding
Ordinary Shares are paid up. All Ordinary Shares are in registered form.
As of the moment of execution of the notarial deed pursuant to which the Articles of Association will
become effective, the Company's authorized share capital will amount to €306,830.36, divided into
30,683,036 Ordinary Shares with a nominal value of €0.01 each.
Form of Shares
As per the moment of Conversion, the Company's share capital will be divided into Ordinary Shares. All
Ordinary Shares are in registered form and are only available in the form of an entry in the Company's
shareholders' register and not in certificate form. The Ordinary Shares are subject to, and have been createdunder, the laws of the Netherlands.
The Ordinary Shares will be entered into a collection deposit (verzameldepot) and/or giro deposit(girodepot) on the basis of the Dutch Securities Giro Act by transfer or issuance to Euroclear Nederland or
to an intermediary. The intermediaries, as defined in the Dutch Securities Giro Act, are responsible for the
management of the collection deposit, and Euroclear Nederland, being the central institute for the purposesof the Dutch Securities Giro Act, will be responsible for the management of the giro deposit.
Register of Shareholders
Subject to Dutch law and the Articles of Association, the Company must keep a register of Shareholders.
The Company's shareholders' register must be kept up to date and records the names and addresses of all
holders of Shares, showing the date on which the Shares were acquired, the date of the acknowledgement
by or notification of the Company as well as the amount paid on each Share. The register also includes thenames and addresses of those with a right of usufruct (vruchtgebruik) or a pledge (pandrecht) in respect ofShares.
If Shares are transferred to an intermediary for inclusion in a collection deposit or to the central institutefor inclusion in a giro deposit, the name and address of the intermediary or the central institute (as relevant),
will be entered in the Company's shareholders' register, mentioning the date on which the Shares concerned
were included in a collection deposit or a giro deposit (as relevant), the date of acknowledgement by orgiving of notice to the Company, as well as the amount paid on each Share and the number of Shares.
Issue of Shares
Under the Articles of Association the General Meeting may resolve to issue Shares, or grant rights to
subscribe for Shares, upon a proposal of the Management Board which has been approved by theSupervisory Board. The Articles of Association provide that the General Meeting may designate theauthority to issue Shares, or grant rights to subscribe for Shares, to the Management Board, upon a proposalof the Management Board which has been approved by the Supervisory Board.

- 164 -

If the Management Board has been designated as the body authorized to resolve upon an issue of Shares,
the number of Shares of each class concerned must be specified in such designation. Upon such designation,
the duration of the designation shall be set, which shall not exceed five years. The designation may be
extended, from time to time, by a resolution of the General Meeting for a subsequent period of up to five
years each time. If not otherwise determined in the resolution, such authority can only be withdrawn by theGeneral Meeting at the proposal of the Management Board which has been approved by the Supervisory
Board.
On 17 April 2018, the General Meeting designated the Management Board as the body authorized, subject
to the approval of the Supervisory Board, to issue Shares, to grant rights to subscribe for Shares and to
exclude statutory pre-emptive rights in relation to such issuances of Shares or granting of rights to subscribe
for Shares, each for a period of 18 months with effect as of the Settlement Date and subject to the condition
precedent of execution of the Deed of Amendment. The authority of the Management Board is limited to a
maximum of 10% of the total issued Shares at the time the authority is used for the first time plus a further
10% of the total issued Shares in connection with or at the occasion an issue occurs as part of a merger or
acquisition.
No resolution of the General Meeting or the Management Board is required for an issue of Shares pursuant
to the exercise of a previously granted right to subscribe for Shares.
Pre-Emptive Rights
Upon an issue of Shares, each Shareholder shall have a pre-emptive right in proportion to the aggregate
nominal amount of his Shares, unless such right is withheld by law or limited or excluded by a resolutionof the General Meeting or, if applicable, a resolution of the Management Board subject to the approval of
the Supervisory Board. Shareholders do not have pre-emptive rights in respect of the issue of Shares (orthe granting of rights to subscribe for Shares) (a) against a contribution in kind, (b) to employees of theCompany or (c) to persons exercising a previously-granted right to subscribe for Shares. These pre-emptive
rights also apply in case of granting of rights to subscribe for Shares.
Pre-emptive rights may be limited or excluded by a resolution of the General Meeting, upon a proposal of
the Management Board which has been approved by the Supervisory Board. The General Meeting may
designate this authority to the Management Board upon a proposal of the Management Board which has
been approved by the Supervisory Board. A designation as referred to above will only be valid for a
specified period of no more than five years and may from time to time be extended for a period of no morethan five years (i.e. for the same period as the designation of authority to issue Shares). A resolution by theManagement Board (if so designated by the General Meeting) to limit or exclude pre-emptive rights
requires the approval of the Supervisory Board.
On 17 April 2018, the General Meeting resolved to designate the Management Board as the bodyauthorized, subject to the approval of the Supervisory Board, to limit or exclude the pre-emptive rights
upon the issuance of Shares for a period of 18 months with effect as of the Settlement Date and subject tothe condition precedent of execution of the Deed of Amendment, simultaneously with the designation of
the Management Board as the competent body to issue Shares. See "—Shares and Share Capital—Issue of
Shares".
Acquisition by the Company of its Shares
The Company may acquire fully paid-up Shares at any time for no consideration or, subject to certain
provisions of Dutch law and the Articles of Association, for valuable consideration if and in so far as: (i)the distributable part of the shareholders' equity is at least equal to the total purchase price of the
repurchased Shares; (ii) the nominal value of the Shares which the Company acquires, holds or which areheld by a subsidiary does not exceed 50% of the issued share capital; and (iii) the Management Board has
been authorized by the General Meeting to repurchase Shares. The General Meeting's authorization is valid
for a maximum period of 18 months. As part of the authorization, the General Meeting must specify the
number of Shares that may be acquired, the manner in which the Shares may be acquired and the pricerange within which the Shares may be acquired.
No authorization from the General Meeting is required for the acquisition of fully paid-up Shares for the
purpose of transferring these Shares to employees pursuant to any share (option) plan. For these purposes
only, the term Shares shall include depositary receipts issued for Shares.

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The Company may not cast votes on Shares held by it nor will such Shares be counted for the purpose of
calculating a voting quorum.
On 17 April 2018, the General Meeting authorized the Management Board to acquire, subject to theapproval of the Supervisory Board, Shares for a period of 18 months starting from the Settlement Date. The
number of Shares to be acquired by the Company under the authorization is limited to 10% of the issued
capital at the date of acquisition, provided that the Company and its subsidiaries may not hold more than
10% of the issued share capital of the Company. The Shares may be acquired on the stock exchange orelsewhere at a price per Share between, on the one hand, the nominal value of the Shares concerned and,on the other hand, 110% of the opening price at Euronext Amsterdam at the date of the acquisition.
Capital Reduction
The General Meeting may, but only at the proposal of the Management Board, which proposal has been
approved by the Supervisory Board, resolve to reduce the issued capital subject to the relevant statutory
provisions of the law. The notice of the General Meeting at which any such resolution will be proposed,
shall mention the purpose of the capital reduction and the manner in which it is to be achieved. Under Dutch
law, the resolution to reduce the issued share capital must specifically state the Shares concerned and lay
down rules for the implementation of the resolution. A resolution to cancel Shares can only relate to Shares
held by the Company.
A resolution of the General Meeting to reduce the issued share capital of the Company requires a majority
of at least two-thirds of the votes cast, if less than one-half of the Company's issued capital is represented
at the General Meeting. A reduction of the nominal value of the Shares without repayment and without
release from the obligation to pay up the Shares shall take place proportionally on all Shares of the sameclass. The requirement of proportion may be deviated from with the consent of all Shareholders concerned.
Dutch law contains detailed provisions regarding the reduction of capital. A resolution to reduce the issued
share capital shall not take effect as long as creditors have the right to oppose the resolution by filing apetition to that effect. The reduction of share capital may, pursuant to the CRR, also require the approvalof the competent supervisory authority.
Transfer of Shares
The Shares are in registered form. The transfer of a registered Share (not being, for the avoidance of doubt,
a Share held through the system of Euroclear Nederland) or of a restricted right thereto requires a deed oftransfer drawn up for that purpose and acknowledgement of the transfer by the Company in writing. The
latter condition is not required in the event that the Company is party to the transfer.
If a registered Share is transferred for inclusion in a collection deposit, the transfer will be accepted by theintermediary concerned. If a registered Share is transferred for inclusion in a giro deposit, the transfer will
be accepted by the central institute, being Euroclear Nederland.
Upon issuance of a new Share to Euroclear Nederland or to an intermediary, the transfer in order to include
the Share in the giro deposit or the collection deposit will be effected without the cooperation of the otherparticipants in the collection deposit or the giro deposit. Shares included in the collection deposit or girodeposit can only be delivered from a collection deposit or giro deposit with due observance of the related
provisions of the Dutch Securities Giro Act. The transfer by a deposit shareholder of its book-entry rights
representing such Shares shall be effected in accordance with the provisions of the Dutch Securities GiroAct. The same applies to the establishment of a right of pledge and the establishment or transfer of a usufruct
on these book-entry rights.
Outstanding Rights to acquire or subscribe for Shares
In connection with a commercial agreement, Adyen has granted a warrant to a merchant that entitles themerchant to acquire a fixed number of Shares in a series of four tranches each equalling 1.25% of theCompany's (fully diluted) issued and outstanding share capital as at 31 January 2018, for cash, at a specified
price per Share upon the terms and conditions set forth in the warrant agreement. Also see "Business –Material Contracts – Warrant Agreement".

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General Meetings and Voting Rights
General Meetings
The annual General Meeting must be held ultimately on 30 June each year.
Typical agenda items of the annual General Meeting are: the report of the Management Board, the adoptionof the remuneration policy, the adoption of the annual accounts, the policy on reserves and dividends, theproposal to distribute dividends (if applicable), release of the members of the Management Board and theSupervisory Directors from liability, appointment of an independent auditor, the designation of theManagement Board, subject to the approval of the Supervisory Board, as authorized corporate body of theCompany to issue Shares and to exclude pre-emptive rights, authorization of the Management Board,subject to the approval of the Supervisory Board, to make the Company acquire own Shares and any othersubjects presented for discussion by the Management Board or the Supervisory Board.
Additional extraordinary General Meetings are held whenever the Management Board or the Supervisory
Board deems such to be necessary. In addition, one or more Shareholders who solely or jointly represent atleast 10% of the issued share capital of the Company or such lesser amount as may be provided by the
Articles of Association may, on application, be authorized by a Dutch court in interlocutory proceedings(kort geding) of the Dutch district court to convene a General Meeting.
Within three months of it becoming apparent to the Management Board that the equity of the Company has
decreased to an amount equal to or lower than one-half of the paid-up part of the capital, a General Meeting
will be held to discuss any requisite measures.
Place of Meetings, Chairman and Minutes
The Articles of Association provide that General Meetings shall be held in Amsterdam or Schiphol(municipality Haarlemmermeer), the Netherlands.
The General Meeting shall be presided over by the chairman of the Supervisory Board. In case of absenceof the chairman, the General Meeting shall be presided by the chairman of the Management Board. In caseof absence of the chairman of the Management Board the General Meeting shall be presided by any otherperson to be nominated by the Management Board.
Unless the chairman of the General Meeting has requested a civil law notary (notaris) to include the minutesof the General Meeting in a notarial report (notarieel proces-verbaal), the secretary of the General Meetingshall keep the minutes of the business transacted at the General Meeting, which shall be made available nolater than three (3) months after the end of the General Meeting, after which the Shareholders shall havethe opportunity to react to the minutes in the following three (3) months. The minutes shall then be adopted
by the chairman of the General Meeting and the secretary of the General Meeting.
Convocation notice and agenda
A General Meeting can be convened by the Management Board or the Supervisory Board by a convening
notice, which must be given no later than the 42nd day before the date of the General Meeting. Such noticemust include the location and the time of the meeting, an agenda indicating the items for discussion andany proposals for resolutions, the admission, participation and voting procedure, the record date and theaddress of the Company's website. All convocations, announcements, notifications and communications toShareholders have to be made in accordance with the relevant provisions of Dutch law and the convocationand other notices may also occur by means of sending an electronically transmitted legible and reproducible
message to the address of those Shareholders which consented to this method of convocation.
Proposals of Shareholders and/or other persons entitled to attend and address the General Meetings will
only be included in the agenda, if the Shareholders and/or other persons entitled to attend and address theGeneral Meetings, alone or jointly, represent shares amounting to at least 3% of the issued share capitaland such proposal (together with the reasons for such request) is received in writing by the Management
Board at least 60 days before the date of the General Meeting.
If the Company, whether at its own initiative or following a request to that effect by one or more
Shareholders holding an interest representing at least 10% of the Company's issued share capital, hasperformed an identification of its Shareholders within the meaning of the Dutch Securities Giro Act,- 167 -

Shareholders who, individually or with other Shareholders, hold Shares that represent at least 1% of theissued share capital or a market value of at least €250,000, may request the Company to disseminate
information that is prepared by them in connection with an agenda item for a General Meeting. The
Company can only refuse disseminating such information, if received less than seven business days prior
to the General Meeting, if the information gives or could give an incorrect or misleading signal or if, inlight of the nature of the information, the Company cannot reasonably be required to disseminate it.
Admission and registration
Each Shareholder is entitled to attend and address the General Meetings and to exercise voting rights pro
rata to his holding of Shares, either in person or by proxy. Shareholders may exercise these rights if they
are holders of Shares on the record date, which is the 28th day before the day of the General Meeting. The
convocation notice shall state the record date and the manner in which persons holding such rights canregister and exercise their rights.
Members of the Management Board and the Supervisory Board have the right to attend and address theGeneral Meeting. In these General Meetings, they have an advisory role. Also the independent auditor of
the Company is authorized to attend and address the General Meeting.
Voting rights
Each Share confers the right on the holder to cast one vote at a General Meeting. Major shareholders havethe same voting rights per Ordinary Share as other holders of Ordinary Shares. At the General Meeting,resolutions are passed by an absolute majority of the valid votes cast, unless Dutch law or the Articles of
Association prescribe a greater majority. If there is a tie in voting, the proposal concerned will be rejected.
Annual and Semi-Annual Financing Reporting
Annually, within four months after the end of the financial year, the Company must publish an annual
financial report, consisting of audited annual accounts, an auditor's report, a Management Board report, aSupervisory Board report and certain other information required under Dutch law. The annual accounts
must be adopted by the General Meeting.
The Company must publish a semi-annual financial report as soon as possible, but at the latest three months
after the end of the first six months of the financial year. If the semi-annual financial report is audited orreviewed, the independent auditor's report must be published together with the semi-annual financial report.
Profits and Distributions
The Management Board may decide, with the approval of the Supervisory Board, that the profits realized
during a financial year will fully or partially be appropriated to increase and/or form reserves. Any profits
remaining shall be put at the disposal of the General Meeting. The Management Board, which proposal has
to be approved by the Supervisory Board, shall make a proposal for reservation or distribution for that
purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item at the General Meeting.
The Company's policy on reserves and dividends shall be determined and can be amended by theManagement Board, with the approval of the Supervisory Board. The adoption and thereafter eachamendment of the policy on reserves and dividends shall be discussed and accounted for at the General
Meeting under a separate agenda item.
Amendment of the Articles of Association
The General Meeting can, with an absolute majority of votes cast, adopt a resolution to amend the Articles
of Association upon a proposal of the Management Board, which proposal has to be approved by theSupervisory Board.
When a proposal to amend the Articles of Association is made to the General Meeting, the intention to
propose such resolution must be stated in the relevant notice convening the General Meeting. In addition,a copy of the proposal in which the proposed amendment is quoted verbatim must at the same time be
deposited at the Company's offices and this copy shall be made available for inspection by the Shareholders
until the end of the General Meeting.

- 168 -Dissolution and Liquidation
The General Meeting may pass a resolution to dissolve the Company, with an absolute majority of the votes
cast, but only on a proposal of the Management Board, which proposal has to be approved by theSupervisory Board. When a proposal to dissolve the Company is made to the General Meeting, the intention
to propose such resolution must be stated in the relevant notice convening the General Meeting.
In the event of a dissolution of the Company pursuant to a resolution of the General Meeting, theManagement Directors shall be charged with the liquidation of the affairs of the Company, unless theGeneral Meeting appoints one or more other persons for that purpose. The Supervisory Board shall becharged with the supervision thereof. The balance remaining after payment of debts shall be transferred to
the Shareholders in proportion to the aggregate nominal amount of their Shares. The liquidation shallfurthermore be subject to the provisions of Title 1, Book 2 of the Dutch Civil Code.
Public Offer Rules
Pursuant to the Dutch Financial Supervision Act, and in accordance with European Directive 2004/25/EC,
also known as the takeover directive, any shareholder – whether acting alone or in concert with others –who, directly or indirectly, obtains control of a Dutch listed company, such as the Company after listing, isrequired to make a mandatory public offer for all outstanding shares in that company's share capital. Suchcontrol is deemed present if a (legal) person is able to exercise, alone or acting in concert, 30% of the voting
rights in the general meeting of such listed company (subject to certain applicable grandfathering
exemptions, such as shareholders who, acting alone or in concert, already had control at the time of thecompany's initial public offering).
In addition, it is prohibited to launch a public offer for shares of a listed company, such as the Ordinary
Shares, unless an offer document has been approved by the AFM. A public offer for shares of a listedcompany, such as the Ordinary Shares, may only be launched by way of publication of an approved offer
document. The public offer rules are intended to ensure that, among others, in the event of a public offer,sufficient information is made available to the holders of the shares, the holders of the shares are treatedequally, that there is no abuse of inside information and that there is a proper and timely offering period.
Squeeze-Out Proceedings
A shareholder who for his own account holds at least 95% of the issued and outstanding share capital of acompany may institute proceedings against the holders of the remaining shares jointly for the transfer of
their shares to him. The proceedings are held before Enterprise Chamber and can be instituted by means ofa writ of summons served upon each of the minority shareholders in accordance with the provisions of the
Dutch Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering). The Enterprise Chamber may
grant the claim for the squeeze-out in relation to all minority shareholders and will determine the price tobe paid for the shares, if necessary, after appointment of one or three experts who will offer an opinion to
the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order
to transfer becomes final, the person acquiring the shares must give written notice of the date and place of
payment and the price to the holders of the shares to be acquired whose addresses are known to it. Unlessthe addresses of all of them are known to it, it must also publish the same in a Dutch daily newspaper witha national circulation.
The offeror under a public offer is also entitled to start a squeeze-out procedure if, following the public
offer, the offeror holds at least 95% of the issued and outstanding share capital and represents at least 95%of the total voting rights. The claim of a takeover squeeze-out must be filed with the Enterprise Chamberwithin three months following the expiry of the acceptance period of the offer. The Enterprise Chamber
may grant the claim for a takeover squeeze-out in relation to all minority shareholders and will determine
the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an
opinion to the Enterprise Chamber on the value to be paid for the shares of the minority shareholders. In
principle, the offer price is considered reasonable if at least 90% of the shares to which the offer related
were acquired by the offeror.
The Dutch Civil Code also gives the minority shareholders that have not tendered their shares under anoffer the right to institute proceedings with the Enterprise Chamber for the transfer of their shares to theofferor, provided that the offeror has acquired at least 95% of the issued and outstanding share capital andholds at least 95% of the total voting rights. Regarding price, the same procedures apply as for takeover- 169 -

squeeze out proceedings initiated by an offeror. This claim must also be filed with the Enterprise Chamberwithin three months following the expiry of the acceptance period of the offer.
Obligations to Disclose Holdings and Transactions
Holders of Shares may be subject to notification obligations under the Dutch Financial Supervision Act.
Shareholders are advised to seek professional advice on these obligations.
Shareholders
Pursuant to the Dutch Financial Supervision Act, any person who, directly or indirectly, acquires ordisposes of an actual or potential capital interest or voting rights of the Company must immediately notify
the AFM, if, as a result of such acquisition or disposal, the percentage of capital interest or voting rights
held by such person reaches, exceeds or falls below any of the following percentage thresholds: 3, 5, 10,
15, 20, 25, 30, 40, 50, 60, 75 and 95.
A notification requirement also applies if a person's capital interest or voting rights reaches, exceeds or falls
below the abovementioned thresholds as a result of a change in the Company's total issued share capital or
voting rights. The Company is required to notify the AFM immediately of the changes to its total sharecapital or voting rights if its issued share capital or voting rights changes by 1% or more since theCompany's previous notification. The Company must furthermore notify the AFM within eight days after
each quarter, in the event its share capital or voting rights changed by less than 1% in the relevant quarter
since the Company's previous notification.
In addition, every holder of 3% or more of the Company's share capital or voting rights whose interestchanges in respect of the previous notification to the AFM by reaching or crossing one of theabovementioned thresholds as a consequence of the interest being differently composed due to shares orvoting rights having been acquired through the exercise of a right to acquire the same must notify the AFMof the changes within four trading days after the date on which the holder knows or should have known that
his interest reaches, exceeds or falls below a threshold.
Controlled entities, within the meaning of the Dutch Financial Supervision Act, do not have notification
obligations under the Dutch Financial Supervision Act, as their direct and indirect interests are attributed
to their (ultimate) parent. Any person may qualify as a parent for purposes of the Dutch Financial
Supervision Act, including an individual. A person who has a 3% or larger interest in the Company's sharecapital or voting rights and who ceases to be a controlled entity for these purposes must immediately notify
the AFM. As of that moment, all notification obligations under the Dutch Financial Supervision Act will
become applicable to the former controlled entity.
For the purpose of calculating the percentage of capital interest or voting rights, the following interests
must, inter alia, be taken into account: (i) shares and voting rights directly held (or acquired or disposedof) by any person; (ii) shares and voting rights held (or acquired or disposed of) by such person's controlled
entity or by a third party for such person's account or by a third party with whom such person has concluded
an oral or written voting agreement; (iii) voting rights acquired pursuant to an agreement providing for a
temporary transfer of voting rights against a payment; (iv) shares which such person (directly or indirectly)or third party referred to above, may acquire pursuant to any option or other right to acquire shares; (v)shares that determine the value of certain cash settled financial instruments such as contracts for difference
and total return swaps; (vi) shares that must be acquired upon exercise of a put option by a counterparty;and (vii) shares that are the subject of another contract creating an economic position similar to a direct orindirect holding in those shares.
Special attribution rules apply to shares and voting rights that are part of the property of a partnership orother community of property. A holder of a pledge or right of usufruct in respect of shares can also be
subject to the reporting obligations, if such person has, or can acquire, the right to vote the shares. The
acquisition of (conditional) voting rights by a pledgee or beneficial owner may also trigger the reporting
obligations as if the pledgee or beneficial owner were the legal holder of the shares.
For the same purpose, the following instruments qualify as "shares": (i) shares; (ii) depositary receipts forshares (or negotiable instruments similar to such receipts); (iii) negotiable instruments for acquiring the
instruments under (i) or (ii) (such as convertible bonds); and (iv) options for acquiring the instruments under(i) or (ii).

- 170 -

Gross short positions in shares should also be notified to the AFM. For these gross short positions the same
thresholds apply as for notifying an actual or potential interest in the shares of the Company, as referred toabove.
In addition, pursuant to Regulation (EU) No 236/2012, each person holding a net short position attaining
0.2% of the issued share capital of the Company is required to notify such position to the AFM. Eachsubsequent increase of this position by 0.1% above 0.2% must also be notified. Each net short position
attaining 0.5% of the issued share capital of the Company and any subsequent increase of that position by
0.1% will be made public by the AFM. To calculate whether a natural person or legal person has a net shortposition, their short positions and long positions must be set off. A short transaction in a share may only becontracted if a reasonable case can be made that the shares sold can actually be delivered, which requires
confirmation of a third party that the shares have been located.
Management
Pursuant to the Dutch Financial Supervision Act, each member of the Management Board and Supervisory
Board must notify the AFM: (a) immediately following the admission to trading and listing of the Ordinary
Shares of the number of Ordinary Shares he/she holds and the number of votes he/she is entitled to cast in
respect of the Company's issued share capital, and (b) subsequently of each change in the number ofOrdinary Shares he/she holds and of each change in the number of votes he/she is entitled to cast in respectof the Company's issued share capital, immediately after the relevant change. If a member of theManagement Board or member of the Supervisory Board has notified a transaction to the AFM under the
Dutch Financial Supervision Act as described under "—Obligations to Disclose Holdings and Transactions"above, such notification is sufficient for purposes of the Dutch Financial Supervision Act as described inthis paragraph.
Furthermore, pursuant to the Market Abuse Regulation, which entered into force on 3 July 2016, persons
discharging managerial responsibilities must notify the AFM and the Company of any transactions
conducted for his or her own account relating to Shares or any debt instruments of the Company or toderivatives or other financial instruments linked thereto. Persons discharging managerial responsibilities
within the meaning of the Market Abuse Regulation include: (a) members of the Management Board andmembers of the Supervisory Board; or (b) members of the senior management who have regular access to
inside information relating directly or indirectly to that entity and the authority to take managerial decisions
affecting the future developments and business prospects of the Company.
In addition, pursuant to the Market Abuse Regulation and the regulations promulgated thereunder, certain
persons who are closely associated with persons discharging managerial responsibilities, are also required
to notify the AFM and the Company of any transactions conducted for their own account relating to Sharesor any debt instruments of the Company or to derivatives or other financial instruments linked thereto. The
Market Abuse Regulation and the regulations promulgated thereunder cover, inter alia, the following
categories of persons: (i) the spouse or any partner considered by national law as equivalent to the spouse;(ii) dependent children; (iii) other relatives who have shared the same household for at least one year at therelevant transaction date; and (iv) any legal person, trust or partnership, the managerial responsibilities ofwhich are discharged by a person discharging managerial responsibilities or by a person referred to under(i), (ii) or (iii) above, which is directly or indirectly controlled by such a person, which is set up for the
benefit of such a person, or the economic interest of which are substantially equivalent to those of such aperson.
These notification obligations under the Market Abuse Regulation apply when the total amount of thetransactions conducted by a person discharging managerial responsibilities or a person closely associatedto a person discharging managerial responsibilities reaches or exceeds the threshold of €5,000 within acalendar year (calculated without netting). When calculating whether the threshold is reached or exceeded,persons discharging managerial responsibilities must add any transactions conducted by persons closely
associated with them to their own transactions and vice versa. The first transaction reaching or exceeding
the threshold must be notified as set forth above. The notifications pursuant to the Market Abuse Regulation
described above must be made to the AFM and the Company no later than the third business day following
the relevant transaction date.

- 171 -

Non-complianceNon-compliance with the notification obligations under the Market Abuse Regulation set out in theparagraphs above is an economic offence (economisch delict) and could lead to the imposition of criminalfines, administrative fines, imprisonment or other sanctions. The AFM may impose administrative
sanctions, including administrative fines, penalties or a cease-and-desist order under penalty for noncompliance. Breaches of the Market Abuse Regulation also constitute an economic offence (economischdelict) and could lead to the imposition of criminal fines or imprisonment. If criminal charges are filed, theAFM is no longer allowed to impose administrative penalties and, vice versa, the AFM is no longer allowed
to seek criminal prosecution if administrative penalties have been imposed. In addition, non-compliancewith some of the notification obligations set out in the paragraphs above may lead to civil sanctions,
including suspension of the voting rights relating to the shares held by the offender for a period of not morethan three years, voiding of a resolution adopted by the general meeting in certain circumstances andordering the person violating the disclosure obligations to refrain, during a period of up to five years, fromacquiring shares and/or voting rights in shares.
Public registry
The AFM does not issue separate public announcements of the notifications described in this section. It
does, however, keep a public register of all notifications under the Dutch Financial Supervision Act on its
website www.afm.nl. Third parties can request to be notified automatically by email of changes to the
public register in relation to a particular company's shares or a particular notifying party.
Identity of Shareholders
The Company may request Euroclear Nederland, admitted institutions, intermediaries, institutions abroad,and managers of an investment institution, to provide certain information on the identity of its shareholders.
Such request may only be made during a period of 60 days up to the day on which the General Meeting
will be held. No information will be given on shareholders with an interest of less than 0.5% of the issued
share capital. A shareholder who, individually or together with other shareholders, holds an interest of atleast 10% of the issued share capital may request the Company to establish the identity of its shareholders.
This request may only be made during a period of 60 days up to (and not including) the 42nd day before
the day on which the General Meeting will be held.
Declaration of No Objection for a Qualifying Holding in a Bank
Each person who holds, acquires or increases a qualifying holding in, among others, a bank with a corporate
seat in the Netherlands, such as Adyen, as a result of which certain thresholds are reached or passed, requires
a declaration of no objection from the ECB (in case of a bank). A "qualifying holding" is a direct or indirect
holding of 10% or more of the issued share capital of an enterprise, or the ability to exercise directly or
indirectly 10% or more of the voting rights in an enterprise, or the ability to exercise directly or indirectlya similar influence over an enterprise. In determining the number of voting rights, Section 5:45 of the Dutch
Financial Supervision Act shall be taken into account (e.g. the voting rights of any other shareholders withwhom a person is acting in concert are also relevant in determining a person's voting rights). See"Supervision and Regulation—Sound and Controlled Business Operations—Structural Supervision".
Market-Abuse Rules
The regulatory framework on market abuse is set out in the Market Abuse Directive (2014/ 57/EU) as
implemented in Dutch law and the Market Abuse Regulation which is directly applicable in the
Netherlands.
Insider dealing and market manipulation prohibitions
Pursuant to the Market Abuse Regulation, no natural or legal person is permitted to: (a) engage or attempt
to engage in insider dealing in financial instruments listed on a regulated market or for which a listing has
been requested, such as the Shares, (b) recommend that another person engages in insider dealing or induce
another person to engage in insider dealing or (c) unlawfully disclose inside information relating to the
Shares or the Company. Furthermore, no person may engage in or attempt to engage in market
manipulation.

- 172 -

Public disclosure of inside information
The Company is required to inform the public as soon as possible and in a manner that enables timely
access to, and complete, correct and timely assessment of, inside information which directly concerns
Adyen. Pursuant to the Market Abuse Regulation, inside information is information of a precise nature,
which has not been made public, relating, directly or indirectly, to one or more issuers or to one or morefinancial instruments, and which, if it were made public, would be likely to have a significant effect on theprices of those financial instruments or on the price of related derivative financial instruments. Anintermediate step in a protracted process can also be deemed to be inside information. The Company isrequired to post and maintain on its website all inside information for a period of at least five years. Undercertain circumstances, the disclosure of inside information may be delayed, which needs to be notified to
the AFM after the disclosure has been made. Upon request of the AFM, a written explanation needs to beprovided setting out why a delay of the publication was considered permitted.
Insiders lists
The Company and any person acting on its behalf or on its account is obligated to draw up an insiders' listof officers, employees and other persons working for Adyen with access to inside information relating toAdyen, to promptly update the insider list and provide the insider list to the AFM upon its request. The
Company and any person acting on its behalf or on its account is obligated to take all reasonable steps toensure that any person on the insider list acknowledges in writing the legal and regulatory duties entailed
and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information.
Managers' transactions
In addition to the notification obligations for persons discharging managerial responsibilities (and persons
closely associated with them) mentioned above, a person discharging managerial responsibilities is not
permitted to (directly or indirectly) conduct any transactions on its own account or for the account of a third
party, relating to Shares or debt instruments of the Company or other financial instruments linked thereto,
during a closed period of 30 calendar days before the announcement of a half-yearly report or theManagement Board year-end report of the Company.
The Company is required to draw up a list of all persons discharging managerial responsibilities and persons
closely associated with them and notify persons discharging managerial responsibilities of their obligationsin writing. Persons discharging managerial responsibilities are required to notify the persons closely
associated with them of their obligations in writing.
Non-compliance with Market Abuse Rules
In accordance with the Market Abuse Regulation, the AFM has the power to take appropriate administrative
sanctions, such as fines, and/or other administrative measures in relation to possible infringements. Noncompliance with the market abuse rules set out above could also constitute an economic offense and/or acrime (misdrijf) and could lead to the imposition of administrative fines by the AFM. The public prosecutor
could file criminal charges resulting in fines or imprisonment. If criminal charges are filed, the AFM is nolonger allowed to impose administrative penalties and vice versa. The AFM shall in principle also publish
any decision imposing an administrative sanction or measure in relation to an infringement of the Market
Abuse Regulation.
Adyen has adopted a code of conduct in respect of the reporting and regulation of transactions in the
Company's securities by Managing Directors and Supervisory Directors and Adyen's employees, which
will be effective as at the First Trading Date.

- 173 -SHAREHOLDER STRUCTURE AND RELATED PARTY TRANSACTIONS
Shareholder Structure
Existing Shareholders
The following table sets forth information with respect to the Shareholders as at 31 May 2018.

Shareholder
Contentis B.V. * .........................................................................
Sintentis B.V. ..............................................................................
Spreng B.V. ................................................................................
Ark B Holding B.V. ....................................................................
Partners in Equity III B.V............................................................
Mabel van Oranje ........................................................................
KDP Projects B.V. ......................................................................
DIA Holding B.V. .......................................................................
Adinvest AG ...............................................................................
Pentavest S.à r.l **. .....................................................................
Felicis ventures III, L.P. ..............................................................
General Atlantic Everest B.V. .....................................................
Bridford Music LLC ...................................................................
Stichting Administratiekantoor Adyen ........................................
(the 14 Shareholders above together being, the "Selling
Shareholders")
Ossa Investments Pte Ltd *** .....................................................
Iconiq Strategic Partners II, L.P. .................................................
Iconiq Strategic Partners II-B, L.P. .............................................
Iconiq Strategic Partners II Co-Invest, L.P. .................................
Total ...........................................................................................
*
**
***

Number of Ordinary
Shares1,713,213
1,713,213
1,610,486
1,557,638
1,400,000
545,981752,800
446,963
1,988,729
4,965,725
282,850
3,186,216
1,120,979
4,496,769% of issued andoutstanding Ordinary
Shares
5.82%
5.82%
5.47%
5.29%
4.75%
1.85%
2.56%
1.52%
6.75%
16.86%
0.96%
10.82%
3.81%
15.27%

2,395,471
392,065
306,915
569,445
29,445,458

8.14%
1.33%
1.04%
1.93%
100%

Contentis B.V. is owned by J. Schuijff
Pentavest S.à r.l. is owned by Index Ventures
Ossa Investments Pte Ltd is owned by Temasek

From time to time, Stichting Administratiekantoor Adyen (the "STAK") (a) holds Ordinary Shares (anysuch Ordinary Shares, the "STAK Shares"), and (b) issues and administers depositary receipts for the
STAK Shares to current and former Adyen employees in accordance with the STAK's trust conditions (the"Depositary Receipts").
Each Depositary Receipt issued represents the economic interests of one underlying STAK Share. As at 31
May 2018, a total of 4,496,769 Ordinary Shares were held by the STAK and a total of 4,496,769 Depositary
Receipts were issued and outstanding.
In addition, as at 31 May 2018 a total of 1,237,578 Options were outstanding, of which approximately threequarters have vested. For every vested Option exercised, the Company will issue one Ordinary Share to the
STAK and the STAK will issue one Depositary Receipt (see also "Management, Employees and Corporate
Governance - Incentive Plans – Adyen Option Plan").
For more information on the shareholdings of certain members of the Management Board and their relation
to the Selling Shareholders see "Management, Employees and Corporate Governance – Equity Holdings".
Post-Settlement Shareholding
As at 31 May 2018, 25,781,562 Ordinary Shares, representing 87.56% of the issued and outstanding
Ordinary Shares, were held by the Selling Shareholders.
The tables below reflect the number and percentage of issued and outstanding Ordinary Shares that the
Shareholders will offer and sell and continue to hold in the scenario with an offer price at the lower-end of
the Offer Price Range (i.e. €220.00), as well as in a scenario with an offer price at the top-end of the Offer
Price Range (i.e. €240.00) and in each case for a scenario where the Over-Allotment Option is not exercisedand a scenario where the Over-Allotment Option is fully exercised. These tables do not take into accountany issuances of Ordinary Shares by Adyen in connection with its employee incentive plans after
completion of the Offering. Also see "Management, Employees and Corporate Governance —Incentive
Plans".

- 174 -

Top-End of Offer Price Range
No Over-Allotment Option exercise

Shareholder
Contentis B.V. ..............................................
Sintentis B.V. ...............................................
Spreng B.V. ..................................................
Ark B Holding B.V. ......................................
Partners in Equity III B.V. ............................
Mabel van Oranje .........................................
KDP Projects B.V. ........................................
DIA Holding B.V. ........................................
Adinvest AG .................................................
Pentavest S.à r.l. ...........................................
Felicis ventures III, L.P. ...............................
General Atlantic Everest B.V........................
Bridford Music LLC .....................................
Stichting Administratiekantoor Adyen. .........
Ossa Investments Pte Ltd ..............................
Iconiq Strategic Partners II, L.P. ...................
Iconiq Strategic Partners II-B, L.P. ...............
Iconiq Strategic Partners II Co-Invest, L.P....
Total ............................................................

Numberof Offer
Sharessold
805,846
180,574
169,746
164,176
95,885
171,542
51,55947,110421,988523,390
19,372335,829
76,775473,9623,537,754

Number of
Ordinary
Shares held
postSettlement
907,367
1,532,639
1,440,740
1,393,462
1,304,115
374,439
701,241
399,853
1,566,741
4,442,335
263,478
2,850,387
1,044,204
4,022,807
2,395,471
392,065
306,915
569,445
25,907,704% of all issued
and outstanding
Ordinary
Shares held
post-Settlement
3.08%
5.21%
4.89%
4.73%
4.43%
1.27%
2.38%
1.36%
5.32%
15.09%
0.89%
9.68%
3.55%
13.66%
8.14%
1.33%
1.04%
1.93%
87.99%

Full Over-Allotment Option exercise

Numberof Offer
Sharessold
832,932
207,660
195,208
188,802
118,019
180,174
63,46054,177453,430
601,899
23,844386,203
94,498545,056
3,945,362

Number of
Ordinary
Shares held
postSettlement
880,281
1,505,553
1,415,278
1,368,836
1,281,981
365,807689,340
392,786
1,535,299
4,363,826
259,006
2,800,013
1,026,481
3,951,713
2,395,471
392,065
306,915
569,445
25,500,096% of all issued
and outstanding
Ordinary
Shares held
post-Settlement
2.99%
5.11%
4.81%
4.65%
4.35%
1.24%
2.34%
1.33%
5.21%
14.82%
0.88%
9.51%
3.49%
13.42%
8.14%
1.33%
1.04%
1.93%
86.60%

Lower-End of Offer Price Range
No Over-Allotment Option exercise

Shareholder
Contentis B.V. ..............................................
Sintentis B.V. ...............................................
Spreng B.V. ..................................................
Ark B Holding B.V. ......................................
Partners in Equity III B.V. ............................
Mabel van Oranje .........................................
KDP Projects B.V. ........................................
DIA Holding B.V. ........................................
Adinvest AG .................................................
Pentavest S.à r.l. ...........................................
Felicis ventures III, L.P. ...............................
General Atlantic Everest B.V........................
Bridford Music LLC .....................................
Stichting Administratiekantoor Adyen. .........
Ossa Investments Pte Ltd ..............................
Iconiq Strategic Partners II, L.P. ...................
Iconiq Strategic Partners II-B, L.P. ...............
Iconiq Strategic Partners II Co-Invest, L.P....
Total ............................................................

Numberof Offer
Sharessold
803,383
196,989
185,178
179,101
111,840
170,757
60,13951,393419,130
570,971
22,596366,359
89,551
517,049
3,744,436

Number of
Ordinary
Shares held
postSettlement909,830
1,516,224
1,425,308
1,378,537
1,288,160
375,224
692,661395,570
1,569,599
4,394,754
260,2542,819,857
1,031,428
3,979,720
2,395,471
392,065
306,915
569,445
25,701,022% of all issued
and outstanding
Ordinary
Shares held
post-Settlement
3.09%
5.15%
4.84%
4.68%
4.37%
1.27%
2.35%
1.34%
5.33%
14.93%
0.88%
9.58%
3.50%
13.52%
8.14%
1.33%
1.04%
1.93%
87.28%

Full Over-Allotment Option exercise

Numberof Offer
Sharessold
832,932
226,538
212,954
205,966
135,987
180,174
73,123
59,102453,430
656,617
27,474421,313108,885594,607
4,189,102

Number of
Ordinary
Shares held
postSettlement
880,281
1,486,675
1,397,532
1,351,672
1,264,013
365,807679,677
387,861
1,535,299
4,309,108
255,3762,764,903
1,012,094
3,902,162
2,395,471
392,065
306,915
569,445
25,256,356% of all issued
and outstanding
Ordinary
Shares held
post-Settlement
2.99%
5.05%
4.75%
4.59%
4.29%
1.24%
2.31%
1.32%
5.21%
14.63%
0.87%
9.39%
3.44%
13.25%
8.14%
1.33%
1.04%
1.93%
85.77%

None of Ossa Investments Pte Ltd ("Ossa"), Iconiq Strategic Partners II, L.P., Iconiq Strategic Partners IIB, L.P. and Iconiq Strategic Partners II Co-Invest, L.P. (together referred to as "Iconiq") constitute Selling
Shareholders and as such will not offer any Shares in the Offering. Ossa and Iconiq have entered into certain
lock-up arrangements with the Company and the Selling Shareholders in relation to the New Shareholders'
Agreement (see below "Shareholder Structure and Related Party Transactions – Shareholders' Agreement– Lock-up").

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Related Party Transactions
In the normal course of business, Adyen enters into various transactions with related parties. Parties are
considered to be related if one party has the ability to control or exercise significant influence over the otherparty in making financial or operating decisions. Related parties of Adyen include, amongst others, theSelling Shareholders, its subsidiaries, associates and key management personnel. The transactions weremade at an arm's length price. However, as all of these transactions are eliminated on consolidation, they
are not disclosed as related party transactions.
Transactions involving the Selling Shareholders
Shareholders' Agreement
On 21 November 2014, the Company and its Shareholders entered into a shareholders' agreement
containing certain arrangements in relation to the governance of, and shareholding in, the Company (the"Old Shareholders' Agreement"). The Old Shareholders' Agreement will terminate upon completion of
the Offering, following which it shall be replaced by a new shareholders' agreement (the "NewShareholders' Agreement"). The New Shareholders' Agreement (which was already signed on 17 April2018) will become effective on the date immediately preceding the First Trading Date and will govern therelationship between the Company and all Shareholders that will hold more than 2.5% of the Shares
immediately following completion of the Offering.
The New Shareholders' Agreement provides, inter alia, that each of the relevant Shareholders will disposeof its Shares held in an orderly manner, whereby it will not sell or dispose of its Shares before expiry of orotherwise as permitted under the terms of applicable lock-up arrangements (see below and "Plan ofDistribution—Lock-up Arrangements"), and then only in accordance with certain tag-along procedures andother restrictions as set out in the New Shareholders' Agreement.
Below is a summary of the material elements of the New Shareholders' Agreement. References to"Shareholder(s)" in this paragraph shall be deemed to be references to the Shareholders that are a party to
the New Shareholders' Agreement, unless the context requires otherwise.
Tag-Along Rights and Fully Marketed Offering
Pursuant to the New Shareholders' Agreement, the Shareholders will only sell Shares in accordance withthe following agreed procedures. If such Shareholder wishes to sell and transfer any of its Shares to a third
party, it must provide the other parties the opportunity (without having the obligation) to also sell andtransfer to such third party up to same percentage of the Shares held by it as is sold by the initiating
Shareholder at the same price and on the same terms and conditions. These obligations do not apply tocertain 'permitted transfers' that include a sale to affiliates, a sale of Shares acquired after the Settlement
Date, a sale of a small number of Shares and a sale by way of accepting a recommended public offer.
Furthermore, according to the New Shareholders' Agreement, Shareholders in aggregate holding more than
30% of the Shares, or four or more Shareholders (regardless of their aggregate shareholding), may, in eachcase, jointly require the Company to provide reasonable assistance with an offering which entails theCompany's involvement in the form of a management road show and/or the preparation of a prospectus (a"Fully Marketed Offering"), provided that the Shares proposed to be sold by the Shareholders in the Fully
Marketed Offering are reasonably expected to be sold for an aggregate offering price reaching a certain
threshold. The Company shall only be required to provide assistance with one Fully Marketed Offering,
during which it may elect to issue new Shares.
Lock-up
The Company, each of the Selling Shareholders and Ossa and Iconiq and each of the members of theManagement Board not covered by the Selling Shareholder lock-up have entered into certain lock-up
arrangements with the Underwriters pursuant to the Underwriting Agreement (see "Plan of Distribution—
Lock-up Arrangements"). In addition to these lock-up arrangements, each of Ossa and Iconiq has agreed,in the New Shareholders' Agreement in relation to certain Shares held by it that, it will not, until the datefalling 12 months after the Settlement Date, without the prior written consent of the Company (i) offer,pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any of the relevant Shares or any securities exercisable or exchangeable for such Shares, or (ii) enter into

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any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of such Shares, whether any such transaction described in item (i) or (ii) above
is to be settled by delivery of such Shares or such other securities, in cash or otherwise.
The lock-up of Ossa and Iconiq under the New Shareholders' Agreement shall not apply: (i) to the transferof the relevant Shares to an affiliate; (ii) to the disposal of any such Shares by way of acceptance of a public
takeover offer, tender offer, merger, consolidation or similar business combination with a third party inrespect of a 'change of control' that is recommended by the Management Board and the Supervisory Board;and (iii) to the sale or disposal of any such Shares where required by law or competent authority.
Restricted sales
With due observance of (i) the interests of all relevant stakeholders, as well as (ii) the long-term value
creation of the Company, Adyen believes that a strategic alliance with certain parties which are active inthe same sector as Adyen is – at this stage – not beneficial to the Company. Hence, for the duration of the
New Shareholders' Agreement and subject to limited exemptions, the Shareholders have agreed not to sell,
directly or indirectly, any Shares to any third parties that have been identified as 'Restricted Acquirers' in
the New Shareholders' Agreement.
Non-compete
Under and pursuant to the terms of the New Shareholders' Agreement, each of the Shareholders (other thanIndex, General Atlantic and Ossa), severally and not jointly, has undertaken and covenants with theCompany to comply with certain non-compete obligations in respect of business activities undertaken, andinvestments made, by such Shareholder.
Duration and termination
The New Shareholders' Agreement shall terminate with immediate effect on the date that is 12 months after
the Settlement Date, or, if earlier:i.

will cease to bind a Shareholder if such Shareholder, together with any affiliate, no longer has a direct
or indirect interest of 2.5% or more of the Shares:ii.

if the Shareholders that remain a party to the New Shareholders' Agreement collectively hold Shares
representing less than 10% of the Shares; oriii.

upon the Shares ceasing to be listed and traded on a regulated market (gereglementeerde markt).
If for any reason the Settlement Date shall not have occurred before 31 December 2018 (or such other dateas the parties may agree), the provisions of the New Shareholders' Agreement shall not become effective
unless agreed otherwise between the parties thereto.
Information Sharing
The Company is not obligated to disclose inside information to the Shareholders that are a party to the New
Shareholders' Agreement in relation to the Company or its securities to the extent that such disclosure would
require a public disclosure under the Market Abuse Regulation or other applicable law. The New
Shareholders' Agreement contains provisions to the effect that the Shareholders are obliged to treat all
information provided to them as confidential subject to certain exceptions as provided for in the New
Shareholders' Agreement.
Governing Law
The New Shareholders' Agreement is governed by Dutch law and any dispute arising out of or in connection
to the New Shareholders' Agreement shall be settled by arbitration in accordance with the rules of theNetherlands Arbitration Institute (Nederlands Arbitrage Instituut).

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THE OFFERING
Introduction
The Selling Shareholders are offering up to 3,744,436 Offer Shares, not including any Additional Shares.
Assuming no exercise of the Over-Allotment Option and an Offer Price at the lower-end of the Offer Price
Range, the Offer Shares will constitute not more than approximately 12.7% of the issued Ordinary Shares.
Assuming the Over-Allotment Option is fully exercised and an Offer Price at the lower-end of the Offer
Price Range, the Offer Shares will constitute not more than approximately 14.2% of the issued Ordinary
Shares. Also see "Shareholder Structure and Related Party Transactions – Post-Settlement Shareholding".
The Offering consists of private placements to institutional investors in various jurisdictions, including theNetherlands. The Offer Shares are being: (i) offered and sold within the United States solely to persons
reasonably believed to be QIBs as defined in Rule 144A under the US Securities Act, pursuant to Rule
144A or another exemption from, or in a transaction not subject to, the registration requirements of the US
Securities Act and applicable state securities laws; and (ii) offered and sold outside the United States inaccordance with Regulation S. The Offering is made only in those jurisdictions in which, and only to those
persons to whom, the Offering may be lawfully made.
The Selling Shareholders have granted the Joint Global Coordinators, on behalf of the Underwriters, anOver-Allotment Option, exercisable within 30 calendar days after the date of the First Trading Date.
Pursuant to the Over-Allotment Option, the Joint Global Coordinators, on behalf of the Underwriters, may
require these Selling Shareholders to sell the Additional Shares at the Offer Price to cover short positions
resulting from any over-allotments made in connection with the Offering or stabilization transactions, ifany.
Timetable
Subject to acceleration or extension of the timetable for, or withdrawal of, the Offering, the timetable below
sets forth certain expected key dates for the Offering.
Event
Start of Offer Period ........................................................................................................................
End of Offer Period .........................................................................................................................
Expected pricing and Allocation .....................................................................................................
Commencement of trading on an "as-if-and-when-delivered" basis on Euronext Amsterdam ........
Settlement (payment and delivery) ..................................................................................................

Expected Date and Time
(CEST)
5 June 2018
09:00
12 June 2018
14:00
12 June 2018
13 June 2018
09:00
15 June 2018
09:00

Offer Period
The Offering will take place during the Offer Period, commencing at 09:00 CEST on 5 June 2018 andending at 14:00 CEST on 12 June 2018, subject to acceleration or extension of the timetable for theOffering. In the event of an acceleration or extension of the Offer Period, pricing, allotment, admission andfirst trading of the Offer Shares, as well as payment (in euro) for and delivery of the Offer Shares in theOffering may be advanced or extended accordingly.
If a significant new factor, material mistake or inaccuracy relating to the information included in thisProspectus that is capable of affecting the assessment of the Offer Shares arises or is noted between thedate of this Prospectus and the later of the end of the Offer Period and the start of trading of the Offer Shareson Euronext Amsterdam, a supplement to this Prospectus will be published, the Offer Period will be
extended, if so required by the Prospectus Directive, the Dutch Financial Supervision Act or the rules
promulgated thereunder. A supplement to this Prospectus shall be subject to approval by the AFM.
Acceleration or Extension
The Selling Shareholders and the Company, after consultation with the Joint Global Coordinators may
adjust the dates, times and periods given in the timetable and throughout this Prospectus. If the Selling
Shareholders and Company should decide to do so, they will make this public through a press release,which will also be posted on the Company's website. Any other material alterations will also be publishedthrough a press release that will be posted on the Company's website and (if required) in a supplement tothis Prospectus that is subject to the approval of the AFM. Any extension of the timetable for the Offering
will be published in a press release at least three hours before the end of the original Offer Period, provided
that any extension will be for a minimum of one full business day. Any acceleration of the timetable for the- 178 -

Offering will be published in a press release at least three hours before the proposed end of the accelerated
Offer Period.
Offer Price and Number of Offer Shares
The Offer Price is expected to be in the range of €220 to €240 (inclusive) per Offer Share. The Offer Price
Range is an indicative range. The Offer Price and the exact number of Offer Shares offered in the Offering
will be determined after the end of the Offer Period on the basis of the quoted share price and the results ofthe bookbuilding process and taking into account market conditions, a qualitative assessment of demand
for the Offer Shares and other factors deemed appropriate. Up until Allocation, the maximum number ofOffer Shares can be increased or decreased. The Offer Price Range can be amended up until the end of theOffer Period.
The Offer Price and the exact number of Offer Shares will be set out in the Pricing Statement that will be
filed with the AFM and published through a press release on the Company's website at www.Adyen.com.
Change of the Number of Offer Shares or Offer Price Range
The Offer Price Range is an indicative price range. The Company and the Selling Shareholders, after
consultation with the Joint Global Coordinators, reserve the right to change the Offer Price Range and/or
to increase the maximum number of Offer Shares prior to Allocation. Any such change will be announced
in a press release (that will also be posted on the Company's website). Upon a change of the number ofOffer Shares, references to Offer Shares in this Prospectus should be read as referring to the amended
number of Offer Shares and references to Additional Shares should be read as referring to the amended
number of Additional Shares. Any such change in the number of Offer Shares and/or the Offer Price Range
will be announced in a press release on the Company's website at www.Adyen.com.
Subscription and Allocation
Allocation
The allocation of the Offer Shares is expected to take place after the closing of the Offer Period on or about
12 June 2018, subject to acceleration or extension of the timetable for the Offering. Allocation to investors
who subscribed for Offer Shares will be determined by the Company and the Selling Shareholders, after
consultation with the Joint Global Coordinators, and full discretion will be exercised as to whether or not
and how to allocate the Offer Shares subscribed for. There is no maximum or minimum number of Offer
Shares for which prospective investors may subscribe and multiple (applications for) subscriptions are
permitted. In the event that the Offering is over-subscribed, investors may receive fewer Offer Shares thanthey applied to subscribe for. The Company and the Selling Shareholders, as well as the Joint Bookrunners
may, at their own discretion and without stating the grounds therefore, reject any subscriptions wholly or
partly. On the day that allocation occurs, the Joint Global Coordinators, on behalf of the Underwriters, will
notify investors or the relevant financial intermediary of any allocation of Offers Shares made to them. Any
monies received in respect of subscriptions which are not accepted in whole or in part will be returned tothe investors without interest and at the investor's risk.
Investors participating in the Offering will be deemed to have checked whether and to have confirmed theymeet the requirements of the selling and transfer restrictions in "Selling and Transfer Restrictions". Eachinvestor should consult his/her own advisors as to the legal, tax, business, financial and related aspects ofa purchase of Offer Shares.
Payment
Payment (in euro) for and delivery of the Offer Shares will take place on the Settlement Date. Investors
must pay the Offer Price in immediately available funds in full in euro on or before the Settlement Date (orearlier in the case of an early closing of the Offer Period and consequent acceleration of pricing, Allocation,
first trading and payment and delivery). No expenses or taxes will be charged by the Company, the Selling
Shareholders or the Underwriters to the investors (see "Taxation").
Delivery, Clearing and Settlement
The Offer Shares are registered shares which will be entered into the collection deposit (verzameldepot)
and giro deposit (girodepot) on the basis of the Dutch Securities Giro Act. The Offer Shares will be- 179 -

delivered in book-entry form through the facilities of Euroclear Nederland. Application has been made for
the Ordinary Shares to be accepted for clearance through the book-entry facilities of Euroclear Nederland.
Euroclear Nederland is located at Herengracht 459-469, 1017 BS Amsterdam, the Netherlands.
Delivery of the Offer Shares and the Additional Shares pursuant to the Over-Allotment Option, if such
option has been exercised prior to the Settlement Date, is expected to take place on the Settlement Datethrough the book-entry facilities of Euroclear Nederland, in accordance with its normal settlement
procedures applicable to equity securities and against payment for the Offer Shares and, if applicable, theAdditional Shares, in immediately available funds.
Subject to acceleration or extension of the timetable for the Offering, the Settlement Date is expected to be
15 June 2018, the second business day following the First Trading Date (T+2). The closing of the Offering
may not take place on the Settlement Date or at all if certain conditions or events referred to in the
Underwriting Agreement are not satisfied or waived or occur on or prior to such date.
If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn,
in which case all subscriptions for Offer Shares will be disregarded, any allotments made will be deemed
not to have been made and any subscription payments made will be returned without interest or othercompensation and transactions in the Offer Shares on Euronext Amsterdam may be annulled. Any dealingsin Offer Shares prior to Settlement are at the sole risk of the parties concerned. The Company, the Selling
Shareholders, the Underwriters, the Listing and Paying Agent and Euronext Amsterdam do not accept any
responsibility or liability towards any person as a result of the withdrawal of the Offering or the (related)annulment of any transactions in Offer Shares on Euronext Amsterdam.
Listing and Trading
Prior to the Offering, there has been no public market for the Ordinary Shares. Application has been madeto list all of the Ordinary Shares on Euronext Amsterdam under the symbol "ADYEN". The ISIN
(International Security Identification Number) is NL0012969182 and the common code is 183251805.
Subject to acceleration or extension of the timetable for the Offering, trading in the Ordinary Shares onEuronext Amsterdam is expected to commence on the First Trading Date. Trading in the Ordinary Shares
before the closing of the Offering will take place on an "as-if-and-when-delivered" basis.
Other
Voting Rights
Each Share confers the right to cast one vote in the General Meeting, see "Description of Share Capital––
General Meetings and Voting Rights––Voting Rights". All Shareholders have the same voting rights.
Ranking and Dividends
The Offer Shares rank pari passu in all respects with the other outstanding Ordinary Shares and will be
eligible for any dividends which the Company may declare on the Ordinary Shares after the Settlement
Date. See "Description of Share Capital" and "Dividends and Dividend Policy".
Listing and Paying AgentABN AMRO is the Listing and Paying Agent with respect to the Offer Shares on Euronext Amsterdam.
Stabilization Agent
J.P. Morgan is the stabilization agent (the "Stabilization Agent") with respect to the Offer Shares onEuronext Amsterdam.
Fees and Expenses of the Offering
No expenses or taxes will be charged by the Company, the Selling Shareholders or the Underwriters to thepurchasers in the Offering.
The expenses related to the Offering are estimated at approximately €26.9 million, of which an estimatedamount of €1.7 million will be paid by the Company and include, among others, the fees due to the AFM- 180 -

and Euronext Amsterdam N.V., and any legal and administrative expenses, as well as publication costs andapplicable taxes, if any. The fees for the Underwriters will be paid by the Selling Shareholders and are
estimated to be an amount of €25.2 million. See "Plan of Distribution" for a description of the fees payable
to the Underwriters in connection with the Offering.

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PLAN OF DISTRIBUTION
The Company, the Selling Shareholders and the Underwriters have entered into an underwriting agreement
on or about 5 June 2018 with respect to the offer and sale of the Offer Shares (the "Underwriting
Agreement").
Under the terms and subject to the conditions set forth in the Underwriting Agreement, the Underwriters
severally agree to procure purchasers for the Offer Shares or, if the procured purchasers fail to purchase theOffer Shares, to purchase the Offer Shares themselves, and the Selling Shareholders severally agree to sell
Offer Shares to purchasers procured by the Underwriters or to the Underwriters themselves. The proportionof total Offer Shares which each Underwriter may severally be required to purchase is indicated below.
Underwriter
Morgan Stanley & Co. International ............................................................................................
J.P. Morgan Securities plc .............................................................................................................
ABN AMRO Bank N.V. ...............................................................................................................
Citigroup Global Markets Limited ................................................................................................
Merrill Lynch International ...........................................................................................................
Total .............................................................................................................................................

Percentage of Total Offer
Shares
35%
35%
10%
10%
10%
100%

The Underwriting Agreement provides that the obligations of the Underwriters to procure to purchase for
the Offer Shares or, failing which, purchase the Offer Shares themselves are subject to the following
conditions: (i) the Company shall have been converted into a public limited liability company under Dutch
law (ii) the approval of this Prospectus by the AFM being in full force and effect (iii) admission of the Offer
Shares to listing and trading on Euronext Amsterdam (iv) receipt on or before the Settlement Date ofopinions on certain legal matters from legal counsel relating to, among other things, the Company, theSelling Shareholders, the Underwriting Agreement, this Prospectus and the Offer Shares (v) receipt on thedate of signing of the Underwriting Agreement of comfort letters with respect to financial statements forthe three years ended 31 December 2017, 2016 and 2015 and for the three months ended 31 March 2018and 2017 and certain other financial information (vi) the "lock-up" undertakings, by each of the Company,
members of the Management Board, Selling Shareholders, Ossa and Iconiq, in each case relating to sales
and certain other dispositions of ordinary shares or certain other securities, delivered to the Joint Global
Coordinators on or before the date hereof, shall be in full force (vii) receipt of customary officers'
certificates (viii) the Pricing Agreement shall be entered into by each of the parties thereto not later than 12
June 2018, (or such later date as the Company, Selling Shareholders and the Joint Global Coordinators (onbehalf of themselves and the several Underwriters), may agree (ix) the Share Lending Agreement shall beentered into on or before the date of the Pricing Agreement and shall be in full force and effect on the
Settlement Date and each of the holders of Additional Shares shall have complied with its obligations under
the Share Lending Agreement (x) certain other customary closing conditions, including, among otherthings, the accuracy of the representations and warranties provided by the Company and each of the Selling
Shareholders pursuant to the Underwriting Agreement and the fulfilment by the Company and each of the
Selling Shareholders of their respective conditions under the Underwriting Agreement and (xi) there shallnot have occurred any material adverse change, or any development involving a prospective material
adverse change, in or affecting the business, assets, financial position, shareholder's equity, results ofoperations or prospects of the Company and its subsidiaries, taken as a whole. The Underwriters will havethe right to waive the satisfaction of any such conditions or part thereof.
Upon the occurrence of certain specified events, such as the occurrence of (i) any material adverse change
in or affecting the business, assets, financial position, shareholder's equity, cashflow, solvency or results ofoperations of the Company and its subsidiaries, taken as a whole, since the date of the Underwriting
Agreement, (ii) a breach by the Company or any of the Selling Shareholders of any of the representations,warranties or covenants contained in the Underwriting Agreement (iii) trading generally having beensuspended or materially limited on any of the New York Stock Exchange, the NASDAQ Global Market,
the London Stock Exchange plc, or Euronext Amsterdam, or (iv) a statement in this Prospectus, the Pricing
Statement or any amendment or supplement to this Prospectus being untrue, inaccurate or misleading whichin the sole, good-faith judgment of the Joint Global Coordinators, is material in the context of the Offering,(v) the application for admission is rejected by Euronext or (vi) a general moratorium on commercial
banking activities in the United States, the United Kingdom or the Netherlands shall have been declared by
the relevant authorities or a material disruption in commercial banking or securities settlement or clearance
services in the United States, the United Kingdom or the Netherlands, the Joint Global Coordinators, on- 182 -

behalf of the Underwriters, may elect to terminate the Underwriting Agreement until the Settlement Date(or thereafter, in respect of the Over-Allotment Option only) and the Offering may be withdrawn, in whichcase all subscriptions for Offer Shares or the Additional Shares only, as the case may be, will be disregarded,
any allotments made will be deemed not to have been made and any subscriptions payments made will be
returned without interest or other compensation and transactions in the Offer Shares on Euronext
Amsterdam may be annulled. Any dealings in the Offer Shares prior to Settlement are at the sole risk of theparties concerned.
The Offering consists of private placements to institutional investors in various jurisdictions, including theNetherlands. The Offer Shares are being: (i) offered and sold within the United States solely to persons
reasonably believed to be QIBs as defined in Rule 144A under the US Securities Act pursuant to Rule 144Aor another exemption from, or in a transaction not subject to, the registration requirements of the US
Securities Act, and applicable state securities laws; and (ii) offered and sold outside the United States inaccordance with Regulation S. The Offer Shares have not been and will not be registered under the US
Securities Act or with any securities regulatory authority of any state of the US, and may not be offered orsold within the US unless the Offer Shares are registered under the US Securities Act or an exemption fromthe registration requirements of the US Securities Act is available. Prospective purchasers are hereby
notified that the sellers of the Offer Shares are relying an exemption from the registration requirements ofSection 5 of the US Securities Act, which may include Rule 144A or Regulation S thereunder.
Any offer or sale of Offer Shares in the United States in reliance on Rule 144A under the US Securities
Act, or pursuant to another exemption from, or in a transaction not subject to, the registration requirementsof the US Securities Act, will be made by broker-dealers who are registered as such under the US ExchangeAct. ABN AMRO Bank N.V. is not a registered broker-dealer in the United States, and therefore, to theextent that it intends to effect any offers or sales of Offer Shares in the United States, will do so through its
affiliate, ABN AMRO Securities (USA) LLC, a US registered broker-dealer, pursuant to applicable USsecurities laws.
Potential Conflicts of Interest
The Underwriters are acting exclusively for the Company and for no one else and will not regard any otherperson (whether or not a recipient of this Prospectus) as their respective clients in relation to the Offering
and will not be responsible to anyone other than to the Company for giving advice in relation to the Offeringand for the listing and trading of the Ordinary Shares and/or any other transaction or arrangement referred
to in this Prospectus.
Certain of the Underwriters and/or their respective affiliates have in the past engaged, and may in the future,from time to time, engage in commercial banking, investment banking and financial advisory and ancillary
activities in the ordinary course of their business with the Company and/or the Selling Shareholders or any
parties related to any of them, in respect of which they have received and may in the future, receive
customary fees and commissions.
Additionally, the Underwriters and/or their respective affiliates may have held and in the future may hold,in the ordinary course of their business, the Company's securities for investment purposes. In respect
thereof, the sharing of information is generally restricted for reasons of confidentiality, by internal
procedures and by rules and regulations. As a result of these transactions, these parties may have intereststhat may not be aligned, or could potentially conflict, with the interests of (potential) holders of the Offer
Shares, or with our interests.
In connection with the Offering, each of the Underwriters and any of their respective affiliates may take up
a portion of the Offer Shares in the Offering as a principal position and in that capacity may retain, purchaseor sell for its own account such securities and any Offer Shares or related investments and may offer or sellsuch Offer Shares or other investments otherwise than in connection with the Offering.
Accordingly, references in this Prospectus to Offer Shares being offered or placed should be read as
including any offering or placement of Offer Shares to any of the Underwriters or any of their respective
affiliates acting in such capacity. In addition certain of the Underwriters or their affiliates may enter into
financing arrangements (including swaps or contracts for differences) with investors in connection withwhich such Underwriters (or their affiliates) may from time to time acquire, hold or dispose of Offer Shares.
None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise
than pursuant to any legal or regulatory obligation to do so.

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As a result of acting in the capacities described above, the Underwriters may have interests that may not bealigned, or could potentially conflict, with (potential) investors' and the Company's interests.
Lock-up Arrangements
The Joint Global Coordinators may, in their sole discretion and at any time, waive the restrictions, including
those on sales, issues or transfers of Shares, described below. If the consent of the Joint Global Coordinators
in respect of the lock-up arrangements is requested as described below, full discretion can be exercised by
the Joint Global Coordinators as to whether or not such consent will be granted (see also "Shareholder
Structure and Related Party Transactions – Shareholders' Agreement – Lock-up").
Company Lock-Up
In connection with the Offering, the Company has agreed that, for a period from the date of theUnderwriting Agreement until 180 days from the Settlement Date, it will not, and will not announce any
intention to, except as set forth below, without the prior consent of each of the Joint Global Coordinators,
acting on behalf of the Underwriters, (i) issue, offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, orotherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible
into or exercisable or exchangeable for Ordinary Shares or any other similar instrument that would giveand equity-like economic interest in the Company to its holders or (ii) enter into any swap or otherarrangement that transfers to another, in whole or in part, any of the economic consequences of ownershipof the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled bydelivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing shall not apply to:(i) the issuance or transfer of Ordinary Shares (or similar instruments that would give and equity-like
economic interest in the Company to its holders) under any employee remuneration, incentive or savingplans of the Company described in this Prospectus, (ii) the sale of the Offer Shares under the Underwriting
Agreement; (iii) the sale, transfer or other disposal of any of Ordinary Shares by way of acceptance of apublic takeover offer, tender offer, merger, consolidation or similar business combination with a third party
in respect of a 'change of control' that is recommended by the Management Board and Supervisory Board;and (iv) the sale or disposal of Ordinary Shares where required by law or competent authority.
Shareholders and Management Lock-Up
In connection with the Offering, each of the Selling Shareholders, Ossa and Iconiq and each of the membersof the Management Board not covered by the Selling Shareholder lock-up has agreed that, for a period of
from the date of the Underwriting Agreement until 180 days from the Settlement Date, it will not, and will
not announce any intention to, except as set forth below, without the prior written consent of each of the
Joint Global Coordinators, acting on behalf of the Underwriters, (i) issue, offer, pledge, sell, contract tosell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, rightor warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Sharesor any securities convertible into or exercisable or exchangeable for Ordinary Shares or any other similar
instrument that would give and equity-like economic interest in the Company to its holders or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or(ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The
foregoing shall not apply to: (i) in respect of the Selling Shareholders only, the sale of the Offer Shares
under the Underwriting Agreement, (ii) in respect of the Selling Shareholders only, the lending of thelending shares under the Share Lending Agreement; (iii) transfers of securities subject to the lock-up tocertain related parties, provided such transferee provides undertakings to the Joint Global Coordinators
equivalent to those agreed in the form of lock-up deed attached as an exhibit to the Underwriting
Agreement; (iv) the sale, transfer or other disposal of any of securities subject to the lock-up by way of
acceptance of a public takeover offer, tender offer, merger, consolidation or similar business combination
with a third party in respect of a 'change of control' that is recommended by the Management Board andSupervisory Board; (v) in respect of the STAK only, the issuance or transfer of Shares (or similar instrumentthat would give and equity-like economic interest in the Company to its holders, including depository
receipts for shares) under any employee remuneration, incentive or saving plans of the Company describedin this Prospectus; and (vi) the sale or disposal of Ordinary Shares where required by law or competentauthority.

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Over-Allotment and Stabilization
In connection with the Offering, the Underwriting Agreement will provide that J.P. Morgan as Stabilization
Agent, or any of its agents, on behalf of the Underwriters may (but will be under no obligation to), to theextent permitted by applicable law, over-allot Offer Shares or effect other transactions with a view tosupporting the market price of the Offer Shares at a higher level than that which might otherwise prevail inthe open market. The Stabilization Agent will not be required to enter into such transactions and suchtransactions may be effected on any securities market, over-the-counter market, stock exchange (includingEuronext Amsterdam) or otherwise and may be undertaken at any time during the period commencing on
the First Trading Date and ending no later than 30 calendar days thereafter. The Stabilization Agent or anyof its agents will not be obligated to effect stabilizing transactions, and there will be no assurance thatstabilizing transactions will be undertaken. Such stabilizing transactions, if commenced, may bediscontinued at any time without prior notice. Save as required by law or regulation, neither the Stabilization
Agent nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilizationtransactions under the Offering. The Underwriting Agreement will provide that the Stabilization Agentmay, for purposes of the stabilizing transactions, over-allot Offer Shares up to a maximum of 15% of thetotal number of Offer Shares (excluding the Additional Shares) sold in the Offering. The Underwriting
Agreement will provide that to the extent that the Stabilization Agent earns any profit directly fromstabilizing transactions, the Stabilization Agent will remit all of these profits to the Selling Shareholders
net of expenses and costs and stamp duty. All losses incurred by the Stabilization Agent in the course of
the stabilizing transactions will be for the account of and shared pro rata by the Underwriters.
In connection with the Over-Allotment Option, up to a maximum of 15% of the total number of Offer
Shares (excluding the Additional Shares) will be made available by the Selling Shareholders to the
Stabilization Agent for the account of the Underwriters, through a securities loan to be entered into on oraround the date of the Underwriting Agreement (the "Share Lending Agreement").
None of the Company, the Selling Shareholders or any of the Underwriters makes any representation or
prediction as to the direction or the magnitude of any effect that the transactions described above may haveon the price of the Offer Shares or any other securities of the Company. In addition, none of the Company,
the Selling Shareholders or any of the Underwriters makes any representation that the Stabilization Agent
will engage in these transactions or that these transactions, once commenced, will not be discontinued
without notice.

- 185 -SELLING AND TRANSFER RESTRICTIONS
No action has been taken or will be taken in any jurisdiction by the Company, the Selling Shareholders or
the Underwriters that would permit a public offering of the Offer Shares, or the possession, circulation or
distribution of this Prospectus or any other material relating to the Company or the Offer Shares, in any
country or jurisdiction where action for that purpose is required.
Accordingly, no Offer Shares may be offered or sold either directly or indirectly, and neither this Prospectus
nor any other offering material or advertisements in connection with the Offer Shares may be distributedor published, in or from any country or jurisdiction except in compliance with any applicable rules andregulations of any such country or jurisdiction.
If an investor receives a copy of this Prospectus, the investor may not treat this Prospectus as constituting
an invitation or offer to the investor of the Offer Shares, unless, in the relevant jurisdiction, such an offer
could lawfully be made to the investor, or the Offer Shares could lawfully be dealt in without contraventionof any unfulfilled registration or other legal requirements. Accordingly, if the investor receives a copy ofthis Prospectus or any other offering materials or advertisements, the investor should not distribute the samein or into, or send the same to any person in, any jurisdiction where to do so would or might contravene
local securities laws or regulations.
If an investor forwards this Prospectus or any other offering materials or advertisements into any suchterritories (whether under a contractual or legal obligation or otherwise) the investor should draw therecipient's attention to the contents of this section.
Subject to the specific restrictions described below, investors (including, without limitation, any investor's
nominees and trustees) wishing to accept, sell or purchase Offer Shares must satisfy themselves as to thefull observance of the applicable laws of any relevant territory including obtaining any requisite
governmental or other consents, observing any other requisite formalities and paying any issue, transfer orother taxes due in such territories.
Investors that are in any doubt as to whether they are eligible to purchase Offer Shares should consult theirprofessional adviser without delay.
EEA
In relation to each EEA state which has implemented the Prospectus Directive (each, a "Relevant Member
State"), no Offer Shares have been offered or will be offered pursuant to the Offering to the public in that
Relevant Member State, except that an offer to the public in that Relevant Member State of Offer Shares
may be made at any time under the following exemptions under the Prospectus Directive, if they are
implemented in that Relevant Member State:x

to legal entities which are qualified investors as defined in the Prospectus Directive;x

to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) per Relevant Member State, subject to obtaining the prior consent of the
Joint Global Coordinators; orxin any other circumstances falling under the scope of Article 3(2) of the Prospectus Directive,

provided that no such offer of Offer Shares shall result in a requirement for the Company or any Underwriter
to publish a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing theProspectus Directive in a Relevant Member State or supplement a prospectus pursuant to Article 16 of theProspectus Directive.
For the purpose of this provision, the expression an 'offer to the public' in relation to any Offer Shares in
any Relevant Member State means a communication to persons in any form and by any means presenting
sufficient information on the terms of the Offering and the Offer Shares to be offered, so as to enable an
investor to decide to acquire any Offer Shares, as that definition may be varied in that Relevant Member
State by any measure implementing the Prospectus Directive in that Member State and the expression"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU),and includes any relevant implementing measure in each Relevant Member State.

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Each person in a Relevant Member State who receives any communication in respect of, or who acquires
any Offer Shares under, the Offering contemplated hereby will be deemed to have represented, warranted
and agreed to and with each of the Underwriters, the Selling Shareholders and the Company that:1.

it is a qualified investor within the meaning of the law in that Relevant Member State implementing
Article 2(1)(e) of the Prospectus Directive; and2.

in the case of any Offer Shares acquired by it as a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive: (A) the Offer Shares acquired by it in the Offering havenot been acquired on a non-discretionary basis on behalf of, nor have they been acquired with aview to their offer or resale to, persons in any Relevant Member State other than qualified investors,
as that term is defined in the Prospectus Directive, or in other circumstances falling within Article
3(2) of the Prospectus Directive and the prior consent of the Joint Global Coordinators has been
given to the offer or resale; or (B) where Offer Shares have been acquired by it on behalf of persons
in any Relevant Member State other than qualified investors, the offer of those Offer Shares to it
is not treated under the Prospectus Directive as having been made to such persons.

The Company, the Selling Shareholders, the Underwriters and their affiliates, and others will rely upon thetruth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding theabove, a person who is not a qualified investor and who has notified the Joint Global Coordinators of suchfact in writing may, with the prior consent of the Joint Global Coordinators, be permitted to acquire Offer
Shares in the Offering.
United Kingdom
Offers of Offer Shares pursuant to the Offering are only being made to persons in the United Kingdom who
are 'qualified investors' within the meaning of section 86 of the FSMA or otherwise in circumstances which
do not require publication by the Company of a prospectus pursuant to section 85(1) of the FSMA.
This Prospectus is only being distributed to, and is only directed at, and any investment or investment
activity to which the Prospectus relates is available only to, and will be engaged in only with (i) persons
falling within the definition of 'investment professionals' in Article 19(5); or (ii) high net worth bodies
corporate, unincorporated associations and partnerships and trustees of high value trusts as described in
Article 49(2)(a) to (d), of the Order or other persons to whom such investment or investment activity may
lawfully be made available; Relevant Persons. Persons who are not Relevant Persons should not take any
action on the basis of the Prospectus and should not act or rely on it.
United States
The Offer Shares have not been, and will not be, registered under the US Securities Act or with any
securities regulatory authority of any state of the United States, and may not be offered or sold within the
United States unless the Offer Shares are registered under the US Securities Act or an exemption from theregistration requirements of the US Securities Act is available. The Offer Shares are being offered and soldin the United States only to persons reasonably believed to be qualified institutional buyers pursuant toRule 144A or another exemption from, or in a transaction not subject to, the registration requirements of
the US Securities Act, and outside the United States in reliance on Regulation S. There will be no public
offer of the Offer Shares in the United States. Prospective purchasers are hereby notified that the Company
and the Selling Shareholders may rely on an exemption from the registration requirements of Section 5 of
the US Securities Act, which may include Rule 144A or Regulation S thereunder.
In addition, until the end of the 40th calendar day after commencement of the Offering, an offer or sale of
the Offer Shares within the United States by a dealer (whether or not participating in the offering) may
violate the registration requirements of the US Securities Act if such offer or sale is made otherwise thanin accordance with Rule 144A or another exception from registration under the US Securities Act.
The Underwriting Agreement provides that the Underwriters may directly or through their respective
United States broker-dealer affiliates arrange for the offer and sale of the Offer Shares within the UnitedStates only to qualified institutional buyers pursuant to Rule 144A or another exemption from, or in atransaction not subject to, the registration requirements of the US Securities Act.

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Each purchaser of Offer Shares within the United States, by accepting delivery of this Prospectus, will bedeemed to have represented, agreed and acknowledged that it has received a copy of this Prospectus andsuch other information as it deems necessary to make an investment decision and that:1.

it is (A) a QIB, (B) acquiring the Offer Shares for its own account or for the account of one or more
QIBs with respect to whom it has the authority to make, and does make, the representations andwarranties set forth in this paragraph, (C) acquiring the Offer Shares for investment purposes, andnot with a view to further distribution of such Offer Shares and (D) aware, and each beneficial
owner of the Offer Shares has been advised, that the sale of the Offer Shares to it is being made inreliance on Rule 144A or in reliance on another exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act;2.

it understands and agrees that the Offer Shares have not been and will not be registered under the
US Securities Act or with any securities regulatory authority of any state, territory or otherjurisdiction of the United States and may not be offered, resold, pledged or otherwise transferred,
except (A)(1) to a person whom the investor and any person acting on its behalf reasonably believes
is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting therequirements of Rule 144A, or another exemption from, or in a transaction not subject to, theregistration requirements of the US Securities Act, (2) in an offshore transaction in accordancewith Rule 903 or Rule 904 of Regulation S, (3) pursuant to an exemption from the registration
requirements of the US Securities Act provided by Rule 144 thereunder (if available) or (4)pursuant to an effective registration statement under the US Securities Act and (B) in accordancewith all applicable securities laws of any state, territory or other jurisdiction of the United States;3.

it acknowledges that the Offer Shares are 'restricted securities' within the meaning of Rule144(a)(3) under the US Securities Act, that the Offer Shares are being offered and sold in atransaction not involving any public offering in the United States within the meaning of the US
Securities Act, and that no representation is made as to the availability of the exemption provided
by Rule 144 for resales of Offer Shares;4.

it understands that in the event Offer Shares are held in certificated form, such certificated Offer
Shares will bear a legend substantially to the following effect:"THE SECURITY EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS IN THE
UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,EXCEPT: (A) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON
ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT,PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIEDINSTITUTIONAL BUYER, OR ANOTHER EXCEPTION FROM, OR IN ANOTHER
MANNER NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF, THE
SECURITIES ACT; (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; (C)PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE);
OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FORRESALES OF THIS SECURITY. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE FOREGOING, THIS SECURITY MAY NOT BE DEPOSITED
INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF
THIS SECURITY ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK.
EACH INVESTOR IN THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY RELY ON THE EXEMPTION FROM THE PROVISIONS OFSECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
AND EACH INVESTOR WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED- 188 -

TO, NOTIFY ANY INVESTOR IN THIS SECURITY OF THE RESALE RESTRICTIONSREFERRED TO ABOVE. EACH HOLDER, BY ITS ACCEPTANCE OF THISSECURITY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE
FOREGOING RESTRICTIONS";
5.

notwithstanding anything to the contrary in the foregoing, it understands that Offer Shares may not
be deposited into an unrestricted depository receipt facility in respect of Offer Shares establishedor maintained by a depository bank unless and until such time as such Offer Shares are no longer'restricted securities' within the meaning of Rule 144(a)(3) under the US Securities Act;

6.

it agrees that it will give to each person to whom it offers, resells, pledges or otherwise transfers
Offer Shares notice of any restrictions on transfer of such Offer Shares; and7.

it acknowledges that the Company, the Underwriters and others will rely upon the truth andaccuracy of the foregoing acknowledgements, representations and agreements and it represents
that it has sole investment discretion with respect to each such account and that it has full power
to make the foregoing acknowledgements, representations and agreements on behalf of each suchaccount (in which case it hereby makes such acknowledgements, representations and agreementson behalf of such QIBs as well).

Each purchaser of Offer Shares outside the United States will, by accepting delivery of this Prospectus, bedeemed to have represented, agreed and acknowledged that it has received a copy of this Prospectus andsuch other information as it deems necessary to make an investment decision and that:(i)it is authorized to consummate the purchase of the Offer Shares in compliance with all applicablelaws and regulations;(ii)

it acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has
confirmed to it that such customer acknowledges) that the Offer Shares have not been, and will not
be, registered under the US Securities Act or with any securities regulatory authority of any stateor other jurisdiction of the United States;(iii)

it and the person, if any, for whose account or benefit the purchaser is acquiring the Offer Sharesis purchasing the Offer Shares in an offshore transaction meeting the requirements of Regulation
S; and(iv)

the Company, the Underwriters and others will rely upon the truth and accuracy of the foregoing
acknowledgements, representations and agreements and if it acquires any Offer Shares as afiduciary or agent for one or more accounts, it represents that it has sole investment discretion withrespect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of each such account (in which case it hereby makes suchacknowledgements, representations and agreements on behalf of such accounts as well).

CanadaThe Offer Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal thatare accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Shares must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this Prospectus (including any
amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislationof the purchaser's province or territory for particulars of these rights or consult with a legal advisor. Pursuant
to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadianjurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), theUnderwriters are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this Offering.

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JapanThe Offer Shares offered by this Prospectus have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (the "Financial Instruments and Exchange Law"). Accordingly,
the Offer Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (including Japanese corporations), or to others for reoffering or resale, directly or
indirectly, in Japan or to, or for the benefit of, any resident in Japan (including Japanese corporations)
except with the prior approval of the banks and pursuant to an exemption from the registration requirementsof, and otherwise in compliance with, the Financial Instruments and Exchange Law and relevant regulationsof Japan.
Australia
This Prospectus (a) does not constitute a prospectus or a product disclosure statement under the
Corporations Act 2001 of the Commonwealth of Australia ("Corporations Act"); (b) does not purport toinclude the information required of a prospectus under Part 6D.2 of the Corporations Act or a productdisclosure statement under Part 6.9 of the Corporations Act; has not been, nor will it be, lodged as adisclosure document with the Australian Securities and Investments Commission ("ASIC"), the Australian
Securities Exchange operated by ASX Limited or any other regulatory body or agency in Australia; and (c)may not be provided in Australia other than to select investors ("Exempt Investors") who are able todemonstrate that they (i) fall within one or more of the categories of investors under section 708 of the
Corporations Act to whom an offer may be made without disclosure under Part 6D.2 of the Corporations
Act; and (ii) are 'wholesale clients' for the purpose of section 761G of the Corporations Act.
The Offer Shares may not be directly or indirectly offered for subscription or purchased or sold, and noinvitations to subscribe for, or buy, the Offer Shares may be issued, and no draft or definitive offering
memorandum, advertisement or other offering material relating to any Offer Shares may be distributed,
received or published in Australia, except where disclosure to investors is not required under Chapters 6D
and 7 of the Corporations Act or is otherwise in compliance with all applicable Australian laws andregulations. By submitting an application for the Offer Shares, each purchaser or subscriber of Offer Shares
represents and warrants to the Company, the Underwriters and their affiliates that such purchaser orsubscriber is an Exempt Investor.
As any offer of Offer Shares under this document, any supplement or the accompanying prospectus or otherdocument will be made without disclosure in Australia under Parts 6D.2 and 7.9 of the Corporations Act,the offer of those Offer Shares for resale in Australia within 12 months may, under the Corporations Act,require disclosure to investors if none of the exemptions in the Corporations Act applies to that resale. By
applying for the Offer Shares each purchaser or subscriber of Offer Shares undertakes to the Company, theSelling Shareholders, the Underwriters and their affiliates that such purchaser or subscriber will not, for aperiod of 12 months from the date of issue or purchase of the Offer Shares, offer, transfer, assign orotherwise alienate those Offer Shares to investors in Australia except in circumstances where disclosure toinvestors is not required under the Corporations Act or where a compliant disclosure document is prepared
and lodged with ASIC.
Switzerland
The Offer Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss
Exchange (the "SIX") or on any other stock exchange or regulated trading facility in Switzerland. This
Prospectus has been prepared without regard to the disclosure standards for the issuance of prospectuses
under Article 652a or Article 1156 of the Swiss Code of Obligations or the disclosure standards for listing
prospectuses under Article 27ff of the SIX Listing Rules or the listing rules of any other stock exchange or
regulated trading facility in Switzerland. Neither this Prospectus nor any other offering or marketing
material relating to the Offer Shares or the offering may be publicly distributed or otherwise made publicly
available in Switzerland.
Neither this Prospectus nor any other offering or marketing material relating to the offering, the Company
or the Offer Shares has been or will be filed with or approved by any Swiss regulatory authority. In
particular, this Prospectus will not be filed with, and the offer of Offer Shares will not be supervised by,
the Swiss Financial Market Supervisory Authority ("FINMA"), and the offer of Offer Shares has not been
and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA").

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The investor protection afforded to acquirers of interests in collective investment schemes under the CISA
does not extend to acquirers of Offer Shares.
Singapore
This Prospectus or any other material relating to the Offer Shares has not been and will not be registered asa prospectus with the monetary authority of Singapore. Accordingly, this Prospectus and any otherdocument or material in connection with the offer or sale, or invitation for subscription or purchase of theOffer Shares may not be circulated or distributed, nor may any Offer Shares be offered or sold, or be madethe subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in
Singapore other than:1.

to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289, ofSingapore (the "Securities and Futures Act");2.

to a relevant person pursuant to Section 275(1A) of the Securities and Futures Act, and inaccordance with the conditions specified in Section 275 of the Securities and Futures Act; or3.

otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of
the Securities and Futures Act.

Where Offer Shares are subscribed for or purchased under Section 275 by a relevant person that is:(i)a corporation (which is not an accredited investor) (as defined in Section 4A of the Securities andFutures Act) whose sole business is to hold investments and the entire share capital of which isowned by one or more individuals, each of whom is an accredited investor; or(ii)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor.

Offer Shares (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the
beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six
months after that corporation or that trust has acquired the Offer Shares pursuant to an offer made under
Section 275 except to an institutional investor or to a relevant person as defined in Section 275(2) of the
Securities and Futures Act, or to any person arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the Securities and Futures Act:
(A)

where no consideration is or will be given for the transfer;(B)

where the transfer is by operation of law; or(C)

as specified in Section 276(7) of the Securities and Futures Act.

Hong KongNo Offer Shares have been offered or sold or will be offered or sold in Hong Kong, by means of any
document, other than (a) to 'professional investors' as defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (the "Securities and Futures Ordinance") and any rules made under that Ordinance;or (b) in other circumstances which do not result in the document being a 'prospectus' as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within themeaning of that Ordinance.
No advertisement, invitation or document relating to the Offer Shares has been issued or has been in thepossession of any person for the purposes of issue, nor will any such advertisement, invitation or document
be issued or be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere,
which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offer Shares
which are or are intended to be disposed of only to persons outside Hong Kong or only to 'professional
investors' as defined in the Securities and Futures Ordinance and any rules made under the Securities andFutures Ordinance.

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DIFC
This prospectus relates to an 'Exempt Offer' in accordance with the Offered Securities Rules of the Dubai
Financial Services Authority ("DFSA"). This Prospectus is intended for distribution only to persons of a
type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, anyother person. The DFSA has no responsibility for reviewing or verifying any documents in connection with
Exempt Offers. The DFSA has not approved this Prospectus nor taken steps to verify the information set
forth herein and has no responsibility for the Prospectus. The shares to which this Prospectus relates may
be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should
conduct their own due diligence on the shares. If you do not understand the contents of this Prospectus you
should consult an authorized financial advisor.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 ofCommission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the
MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares
have been subject to a product approval process, which has determined that the Offer Shares are: (i)compatible with an end target market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors should note that: the price of the Offer Shares may decline andinvestors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no
capital protection; and an investment in the Offer Shares is compatible only with investors who do not needa guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an investment and who havesufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment ofsuitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor orgroup of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer
Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offer
Shares and determining appropriate distribution channels.

- 192 -TAXATION
Taxation in the Netherlands
The following summary of certain Dutch taxation matters is based on the laws and practice in force as ofthe date of this Prospectus and is subject to any changes in law and the interpretation and application
thereof, which changes could have retroactive effect. The following summary does not purport to be acomprehensive description of all the tax considerations that may be relevant to a decision to acquire, holdor dispose of Offer Shares, and does not purport to deal with the tax consequences applicable to all
categories of investors, some of which may be subject to special rules.
This summary does not address the Dutch corporate and individual income tax consequences for:(i)

Corporate holders of Offer Shares which qualify for the participation exemption(deelnemingsvrijstelling) or would qualify for the participation exemption had the corporate
holders of Offer Shares been resident in the Netherlands.
Generally speaking, a shareholding is considered to qualify as a participation for the participation
exemption or participation credit if it represents an interest of 5% or more of the nominal paid-up
share capital;(ii)

Holders of Offer Shares having a substantial interest (aanmerkelijk belang) or deemed substantial
interest (fictief aanmerkelijk belang) in the Company.
Generally speaking, an individual has a substantial interest in a company if (a) such individual,
either alone or together with his partner, directly or indirectly has or is deemed to have, or (b)certain relatives of such individual or his partner directly or indirectly have or are deemed to have(i) the ownership of, a right to acquire the ownership of, or certain rights over, shares representing
5% or more of either the total issued and outstanding capital of such company or the issued andoutstanding capital of any class of shares of such company, or (ii) the ownership of, or certain
rights over, profit participating certificates (winstbewijzen) that relate to 5% or more of either theannual profit or the liquidation proceeds of such company. Also, an individual has a substantial
interest in a company if his partner has, or if certain relatives of the individual or his partner have,a deemed substantial interest in such company. Generally, an individual or his partner or relevant
relative has a deemed substantial interest in a company if either (a) such person or his predecessor
has disposed of or is deemed to have disposed of all or part of a substantial interest or (b) such
person has transferred an enterprise in exchange for shares in such company, on a non-recognitionbasis.
Generally speaking, a non-resident entity has a substantial interest in a company if such entity
directly or indirectly has (i) the ownership of, a right to acquire the ownership of, or certain rights
over, shares representing 5% or more of either the total issued and outstanding capital of suchcompany or the issued and outstanding capital of any class of shares of such company, or (ii) theownership of, or certain rights over, profit participating certificates (winstbewijzen) that relate to
5% or more of either the annual profit or the liquidation proceeds of such company. Generally, an
entity has a deemed substantial interest in a company if such entity has disposed of or is deemed
to have disposed of all or part of a substantial interest on a non-recognition basis.

For the purpose of this summary, the term "entity" means a corporation as well as any other person that istaxable as a corporation for Dutch corporate tax purposes.
Where this summary refers to a holder of Offer Shares, an individual holding Offer Shares or an entity
holding Offer Shares, such reference is restricted to an individual or entity holding legal title to as well as
an economic interest in such Offer Shares or otherwise being regarded as owning Offer Shares for Dutch
tax purposes. It is noted that for purposes of Dutch income, corporate and gift and inheritance tax, assets
legally owned by a third party such as a trustee, foundation or similar entity, may be treated as assets ownedby the (deemed) settlor, grantor or similar originator or the beneficiaries in proportion to their interest insuch arrangement.
Where the summary refers to "the Netherlands" or "Dutch" it refers only to the European part of theKingdom of the Netherlands.

- 193 -

Investors should consult their professional advisers as to the tax consequences of acquiring, holding anddisposing of Offer Shares.
Withholding Tax
In general, the Company must withhold Dutch dividend tax from dividends distributed on the Offer Sharesat the rate of 15%.
Dividends include, without limitation:(i)

distributions of profits (including paid-in capital not recognized for Dutch dividend tax purposes)
in cash or in kind, including deemed and constructive dividends;(ii)

liquidation distributions and, generally, proceeds realized upon a repurchase of Offer Shares by theCompany or upon the transfer of Offer Shares to a direct or indirect subsidiary of the Company, in
excess of the average paid-in capital recognized for Dutch dividend tax purposes;(iii)

the par value of Offer Shares issued to a shareholder or any increase in the par value of Offer
Shares, except to the extent such (increase in the) par value is contributed to or funded out of theCompany's paid-in capital recognized for Dutch dividend tax purposes;(iv)

repayments of paid-in capital recognized for Dutch dividend tax purposes up to the amount of theCompany's profits (zuivere winst) unless the General Meeting has resolved in advance that theCompany shall make such repayments and the par value of the Offer Shares concerned has been
reduced by a corresponding amount through an amendment of the Company's articles ofassociation.

A holder of Offer Shares which is or is deemed to be resident in the Netherlands for the relevant tax purposesis generally entitled to credit the dividend tax withheld against its liability to Dutch tax on income andcapital gains or, in certain cases, to apply for a full refund of the dividend tax withheld.
A holder of Offer Shares which is not and is not deemed to be resident in the Netherlands for the relevant
tax purposes may be eligible for a partial or complete exemption or refund of all or a portion of the dividend
tax under an income tax convention in effect between the Netherlands and the holder's country of residenceor by virtue of such holder being resident in another EU Member State, Norway, Iceland or Liechtenstein.
Under the terms of Dutch domestic anti-dividend stripping rules, a recipient of dividends distributed on
Offer Shares will not be entitled to an exemption from, reduction, refund, or credit of dividend tax if therecipient is not the beneficial owner of such dividends as meant in those rules.
The Company must remit to the Dutch tax authorities the Dutch dividend tax it has withheld on dividends
distributed on the Offer Shares. In certain circumstances, the Company may apply a reduction to the amountof such remittance. This reduction can be applied if the Company distributes dividends that can be attributed
to dividends the Company itself has received from qualifying non-Dutch subsidiaries, provided that these
dividends are exempt from Dutch corporate tax and have been subject to a foreign withholding tax of atleast 5%. This reduction accrues to the Company and does not reduce the amount of the Dutch dividend tax
to be withheld from holders of Offer Shares. The amount of such reduction is equal to the lesser of:(i)

3% of the amount of the dividends distributed by the Company that are subject to Dutch dividend
tax; and(ii)

3% of the gross amount of the dividends received during a certain period from the qualifying nonDutch subsidiaries.

Taxes on Income and Capital Gains
Residents - Resident entities
An entity holding Offer Shares which is or is deemed to be resident in the Netherlands for Dutch corporate
tax purposes and which is not tax exempt, will generally be subject to corporate tax in the Netherlands inrespect of income or a capital gain derived from such Offer Shares at the prevailing statutory rates (up to
25% in 2018).

- 194 -

Residents - Resident individuals
An individual holding Offer Shares who is or is deemed to be resident in the Netherlands for Dutch income
tax purposes will be subject to income tax in the Netherlands in respect of income or a capital gain derived
from such Offer Shares at the prevailing statutory rates (up to 52% in 2018) if:(i)

the income or capital gain is attributable to an enterprise from which the holder derives profits(other than as a shareholder); or(ii)

the income or capital gain qualifies as income from employment or from miscellaneous activities(belastbaar resultaat uit overige werkzaamheden) as defined in the Income Tax Act (Wetinkomstenbelasting 2001), including, without limitation, activities that exceed normal, active asset
management (normal, actief vermogensbeheer).

If neither condition (i) nor (ii) applies, such individual will be subject to Dutch income tax on the basis ofa deemed return, regardless of any actual income or capital gain derived from Offer Shares. For 2018 thedeemed return ranges from 2.02 to 5.38% of the value of the individual's net assets as at the beginning of
the relevant fiscal year (including the Offer Shares). The applicable rates will be updated annually on thebasis of historic market yields. Subject to application of certain allowances, the deemed return will be taxed
at a rate of 30%.
Non-residents
A holder of Offer Shares which is not and is not deemed to be resident in the Netherlands for the relevant
tax purposes will not be subject to taxation in the Netherlands on income or a capital gain derived from
Offer Shares unless:(i)

the income or capital gain is attributable to an enterprise or part thereof which is either effectively
managed in the Netherlands or carried on through a permanent establishment (vaste inrichting) ora permanent representative (vaste vertegenwoordiger) taxable in the Netherlands and the holder ofOffer Shares derives profits from such enterprise (other than by way of the holding of securities);
or

(ii)

the holder is an individual and the income or capital gain qualifies as income from employment orfrom miscellaneous activities (belastbaar resultaat uit overige werkzaamheden) in the Netherlands
as defined in the Income Tax Act (Wet inkomstenbelasting 2001), including, without limitation,
activities that exceed normal, active asset management (normaal, actief vermogensbeheer).

Gift and Inheritance Taxes
Dutch gift or inheritance taxes will not be levied on the occasion of the transfer of Offer Shares by way ofgift by, or on the death of, a holder, unless:(i)such holder is or is deemed to be resident in the Netherlands for the purpose of the relevant
provisions; or(ii)

the transfer is construed as an inheritance or gift made by, or on behalf of, a person who, at thetime of the gift or death, is or is deemed to be resident in the Netherlands for the purpose of therelevant provisions.

Value Added Tax
There is no Dutch value added tax payable by a holder of Offer Shares in respect of payments inconsideration for the acquisition of Offer Shares, payments of dividend on the Offer Shares, or payments
in consideration for the disposal of Offer Shares.
Other Taxes and Duties
There is no Dutch registration tax, stamp duty, or any other similar tax or duty payable in the Netherlands
in respect of or in connection with the subscription, issue, placement, allotment, delivery or transfer ofOffer Shares.

- 195 -

Residence
A holder of Offer Shares will not be and will not be deemed to be resident in the Netherlands for Dutch tax
purposes and, subject to the exceptions set out above, will not otherwise be subject to Dutch taxation, by
reason only of acquiring, holding or disposing of Offer Shares.
United States Federal Income Taxation
The following is a summary of certain US federal income tax consequences of acquiring, owning anddisposing of Offer Shares. This summary does not purport to be a comprehensive description of all the tax
considerations that may be relevant to a particular person's decision to acquire the Offer Shares. This
discussion applies only to a holder that acquires the Offer Shares in the Offering and holds the Offer Sharesas capital assets for US federal income tax purposes (generally, property held for investment), and does notaddress state, local, non-US or other tax laws. In addition, it does not describe all of the tax consequencesthat may be relevant in light of a holder's particular circumstances, including alternative minimum tax
considerations, net investment income tax considerations and tax consequences applicable to holders
subject to special rules, such as:1.

certain financial institutions;2.

dealers or traders in securities that use a mark-to-market method of tax accounting;3.

persons holding Offer Shares as part of a "straddle", hedging transaction, conversion transaction,
integrated transaction or persons entering into a constructive sale with respect to the Offer Shares;

4.

US Holders (as defined below) whose functional currency for US federal income tax purposes is
not the US dollar;

5.

entities classified as partnerships for US federal income tax purposes;

6.

tax-exempt entities, "individual retirement accounts", "Roth IRAs" or other tax-deferred accounts;

7.

persons that own or are deemed to own 10% or more of the Company's stock by voting power orvalue;

8.

insurance companies;

9.

real estate investment trusts or regulated investment companies; or

10.

US expatriates and certain former long-term residents of the United States.

This discussion is based on the US Internal Revenue Code of 1986, as amended (the US Code),
administrative pronouncements, judicial decisions, final and proposed US Treasury regulations and theincome tax treaty between the United States and the Netherlands (the "Treaty"), all as of the date hereof
and changes to any of which subsequent to the date of this Offering may affect the tax consequences
described herein, possibly with retroactive effect.
For purposes of this discussion, a "US Holder" is a person who, for US federal income tax purposes, is abeneficial owner of Offer Shares and is:(i)a citizen or individual resident of the United States;(ii)

a corporation created or organized in or under the laws of the United States, any state therein or
the District of Columbia; or(iii)

an estate or trust the income of which is subject to US federal income taxation regardless of its
source.

If an entity (or arrangement) that is classified as a partnership for US federal income tax purposes owns
Offer Shares, the US federal income tax treatment of a partner will generally depend on the status of thepartner and the activities of the partnership. Partnerships owning Offer Shares consult their tax advisers as
to the particular US federal income tax consequences of acquiring, owning and disposing of the Offer
Shares to the partnership and its partners.

- 196 -

Except as described below, this discussion assumes that the Company is not a passive foreign investmentcompany ("PFIC") for US federal income tax purposes. See "Passive Foreign Investment Company Rules"
below.
Taxation of Distribution
A distribution paid by the Company on the Offer Shares (including the amount of any Dutch taxes withheld)
generally will be treated as a dividend to the extent paid out of the Company's current or accumulated
earnings and profits as determined under US federal income tax principles. The Company does not expect
to maintain calculations of earnings and profits under US federal income tax principles. Accordingly, it isexpected that distributions generally will be reported to US Holders as dividends.
Dividends generally will be treated as foreign-source dividend income for foreign tax credit purposes andwill not be eligible for the dividends-received deduction generally available to US corporations under the
US Code. Subject to applicable limitations, dividends paid to certain non-corporate US Holders of Offer
Shares may be taxable at the favorable tax rates applicable to "qualified dividend income" if (i) the
Company qualifies for the benefits of the Treaty, (ii) the Company is not a PFIC in the year of distribution
or the preceding year and (iii) the holder has held the Offer Shares for more than 60 days during the 121day period beginning 60 days before the ex-dividend date. The Company expects to be eligible for the
benefits of the Treaty as long as its principal class of shares trade on Euronext Amsterdam, but no assurance
can be given that the Company will be eligible for benefits of the Treaty. As discussed below under "Passive
Foreign Investment Company Rules", the Company does not believe that it was a PFIC in the preceding
taxable year and does not expect to be a PFIC for the current year or for any future taxable years. Noncorporate US Holders should consult their tax advisers regarding the availability of these favorable rates
on dividends in their particular circumstances. Dividends will generally be included in a US Holder'sincome on the date of receipt. US Holders should consult their own tax advisor about how to account for
dividends received in a currency other than the US dollar.
Subject to applicable limitations, some of which vary depending upon each US Holder's circumstances,
Dutch income taxes withheld from dividends paid to US Holders on Offer Shares at a rate not exceeding
any applicable Treaty rate will be creditable against a US Holder's US federal income tax liability. As
described in "––Taxation in the Netherlands—Dividend Withholding Tax", upon making a distribution toshareholders, the Company may be permitted to retain a portion of the amounts withheld as Dutch dividend
withholding tax. The amount of Dutch withholding tax that the Company retains reduces the amount ofdividend withholding tax that the Company is required to pay to the Dutch tax authorities, but does not
reduce the amount of tax the Company is required to withhold from dividends paid to US Holders. In thesecircumstances, it is likely that the portion of dividend withholding tax that the Company retains with respect
to dividends distributed to US Holders would not qualify as a creditable tax for US foreign tax credit
purposes. The Company will provide to a US Holder upon request information with respect to the amountof any Dutch withholding tax that the Company retains and does not pay to the Dutch tax authorities. The
rules governing foreign tax credits are complex, and US Holders should consult their tax advisers regarding
the creditability of Dutch taxes in their particular circumstances. Subject to applicable limitations, in lieu
of claiming a foreign tax credit, a US Holder may elect to deduct foreign taxes, including any Dutch taxes,
in computing its taxable income. An election to deduct foreign taxes instead of claiming foreign tax credits
applies to all foreign taxes paid or accrued in the relevant taxable year.
Sale or Other Taxable Disposition of Offer Shares
For US federal income tax purposes, gain or loss realized on the sale or other taxable disposition of theOffer Shares generally will be capital gain or loss, and will be long-term capital gain or loss if the US
Holder held the Offer Shares for more than one year. The amount of the gain or loss will equal the difference
between the US Holder's tax basis in the Offer Shares disposed of and the amount realized on thedisposition, in each case as determined in US dollars. This gain or loss will generally be US-source gain orloss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations.
A US Holder's tax basis in an Offer Share generally will be its US dollar cost. US Holders should consult
their own tax advisors about how to account for payments made or received in a currency other than the
US dollar.

- 197 -

Passive Foreign Investment Company Rules
In general, a non-US corporation will be considered a "passive foreign investment company" ("PFIC") for
any taxable year in which either (i) 75% or more of its gross income consists of passive income or (ii) 50%
or more of the average quarterly value of its assets consists of assets that produce, or are held for the
production of, passive income. For purposes of the above calculations, a non-US corporation that directly
or indirectly owns at least 25% by value of the stock of another corporation is treated as if it held its
proportionate share of the assets of such other corporation and received directly its proportionate share of
the income of such other corporation. For this purpose, passive income generally includes, among otheritems, dividends, interest, gains from certain commodities transactions, certain rents and royalties and gains
from the disposition of passive assets.
Based on the nature of the Company's business and the composition of its income and assets, the Company
does not expect to be classified as a PFIC for the preceding taxable year, for the current taxable year or in
the foreseeable future. However, PFIC status depends on facts that generally are not determinable until after
the close of the taxable year. In addition, because the Company's PFIC status depends upon the compositionof its income and assets and the market value of its assets from time to time, there can be no assurance that
the Company will not be classified as a PFIC for any particular taxable year.
If the Company were classified as a PFIC at any time during a US Holder's holding period, such US Holder
could be subject to materially adverse tax consequences including being subject to greater amounts of tax
on gains and certain distributions on Shares as well as additional tax reporting obligations. US Holders
should consult their tax advisors about the consequences if the Company is classified as a PFIC.
Information Reporting and Backup Withholding
US federal backup withholding and information reporting requirements may apply to certain payments ofdividends on, and proceeds from the sale, taxable exchange or redemption of, Offer Shares held by US
Holders. A portion of any such payment may be withheld as a backup withholding against such US Holder'spotential US federal income tax liability if such US Holder fails to establish it is exempt from these rules,
furnish its correct taxpayer identification number or otherwise fails to comply with such information
reporting requirements. Corporate US Holders are generally exempt from the backup withholding andinformation requirements, but may be required to comply with certification and identification requirements
in order to prove their exemption. Any amounts withheld under the backup withholdings rules from apayment to a US Holder will be credited against such US Holder's federal income tax liability, if any, or
refunded if the amount withheld exceeds such tax liability provided the required information is furnishedto the IRS.
US Holders should consult their tax advisors about any additional reporting obligations that may apply asa result of the acquisition, ownership or disposition of the Notes. Failure to comply with certain reporting
obligations could result in the imposition of substantial penalties.
Foreign Account Tax Compliance Act
Pursuant to certain provisions of the US Code commonly known as FATCA, a foreign financial institution(as defined by FATCA) may be required to withhold on certain payments it makes to persons that fail tomeet certain certification, reporting or related requirements. The Company is a foreign financial institution
for these purposes. A number of jurisdictions (including the Netherlands) have entered into, or have agreed
in substance to, IGAs with the United States to implement FATCA, which modify the way in which FATCA
applies in their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial
institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA
from payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to
instruments such as the Offer Shares, including whether withholding would ever be required pursuant to
FATCA or an IGA with respect to payments on instruments such as the Offer Shares, are uncertain andmay be subject to change. Even if withholding would be required pursuant to FATCA or an IGA withrespect to payments on instruments such as the Offer Shares, such withholding would not apply prior to 1
January 2019. Holders should consult their own tax advisers regarding how these rules may apply to theirinvestment in the Offer Shares.

- 198 -

GENERAL INFORMATION
Domicile, Legal Form and Incorporation
The Company was incorporated as a Dutch private limited liability company (besloten vennootschap met
beperkte aansprakelijkheid) on 24 November 2006. The Company will be converted into a public company
with limited liability (naamloze vennootschap) shortly after determination of the Offer Price, prior to
Settlement pursuant to the Deed of Amendment. The Company's legal and commercial name will thenbecome Adyen N.V. The Company's statutory seat (statutaire zetel) is in Amsterdam, the Netherlands, andits registered office at Simon Carmiggeltstraat 6, 1011 DJ Amsterdam, the Netherlands. The Company isregistered with the trade register of the Chamber of Commerce under number 34259528.
No Significant Change
There has been no significant change in the financial or trading position of the Company since 31 March
2018.
Publication of the Results of the Offering
The results of the Offering will be disclosed through a press release published in the Netherlands, which
will also be posted on the Company's website, on the Settlement Date.
Expenses of the Offering
No expenses or taxes will be charged by the Company, the Selling Shareholders or the Underwriters to thepurchasers in the Offering.
The expenses related to the Offering are estimated at approximately €26.9 million, of which an estimatedamount of €1.7 million will be paid by the Company and include, among others, the fees due to the AFM
and Euronext Amsterdam N.V., and any legal and administrative expenses, as well as publication costs andapplicable taxes, if any. The fees for the Underwriters will be paid by the Selling Shareholders and are
estimated to be an amount of €25.2 million. See "Plan of Distribution" for a description of the fees payable
to the Underwriters in connection with the Offering.
Working CapitalIn the opinion of Adyen, its working capital is sufficient for its present requirements for at least 12 months
following the date of the Prospectus.
In the opinion of Adyen, its current own funds are sufficient to comply with the own funds requirements,
as set out in the CRR.
In the opinion of Adyen, its current liquidity position is sufficient to comply with the liquidity requirements,
as set out in the CRR.
Independent Auditors
PricewaterhouseCoopers Accountants N.V., has audited, and issued unqualified independent auditor'sreports on, the financial statements of the Company for the years ended 31 December 2017, 31 December
2016 and 31 December 2015 included in the section "Financial Statements", which begins on page F-1 ofthis Prospectus. PricewaterhouseCoopers Accountants N.V. is an independent registered accounting firm
located at Thomas R. Malthusstraat 5, 1066 JR Amsterdam, the Netherlands. The auditor signing
PricewaterhouseCoopers Accountants N.V.'s independent auditor's report is a member of the Royal NBA(Koninklijke Nederlandse Beroepsorganisatie van Accountants).
Available Information
Subject to any applicable selling and transfer restrictions (see "Selling and Transfer Restrictions"), thefollowing documents (or copies thereof) are available and can be obtained free of charge from theCompany's website at www.Adyen.com and during normal business hours from the Company's offices
from the date of publication of this Prospectus until at least the Settlement Date:- 199 -

x

this Prospectus; andx

the Articles of Association (the official Dutch version and an English translation thereof).

Provision of Information
The Company has agreed that, for so long as any of the Offer Shares are outstanding and are 'restrictedsecurities' within the meaning of Rule 144(a)(3) under the US Securities Act, it will, during any period inwhich the Company is neither subject to Section 13 or 15(d) of the US Exchange Act nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such
restricted Offer Shares or to any prospective purchaser of such restricted Offer Shares designated by suchholder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, theinformation required to be provided by Rule 144A(d)(4) under the US Securities Act.

- 200 -INDUSTRY GLOSSARY
The following is a list of certain industry terms used in this Prospectus.
"Acquirer"

Institutions that sign merchants to card acceptance agreements andare typically the merchant's primary point of contact; they are also
responsible for delivery of funds from card networks to merchants.

"Annual churn rate"

The percentage representing (1) the aggregate processed volumes
during the prior fiscal year of all merchants that had zero processedvolumes with Adyen during the current fiscal year divided by (2)Adyen's total processed volumes for the prior fiscal year.

"card networks"

Institutions that set the rules concerning the processing oftransactions, their responsibilities typically include connecting andswitching transactions between acquirers and issuers, enabling
electronic payment authorization, as well as clearing and settlement.

"Conversion rates"

Percentage of shopper payments that are initiated and successfullycompleted.

"Full payments stack"Technological payments infrastructure incorporating gateway, risk
management, processing and acquiring services.

"Gateway"

Institutions that provide merchants with the necessary hardware orsoftware (depending on the sales channel) to accept payment androute transactions to processors and acquirers.

"Issuers"

Institutions that provide shoppers with credit or debit cards.

"Local payment methods"

Payment methods that are region or country specific such as AliPay,
WeChat Pay and iDeal.

"Payment Networks"card networks and local payment methods.

"Processors"

Institutions that provide technical capabilities such as authorizationand data transmission.

"Software development kit"

A set of software development tools that allows the creation of
applications for specific software, hardware or other platforms.

"Tokenization"

The process of substituting a sensitive data element, such as a
shopper's card information, with a non-sensitive representation,referred to as a token.

- 201 -

DEFINED TERMS
The following list of defined terms is not intended to be an exhaustive list of definitions, but provides a listof certain of the defined terms used in this Prospectus.
"2011 EBA Guidelines on
Internal Governance"

EBA Guidelines on Internal Governance of 27 September 2011

"ABN AMRO"ABN AMRO Bank N.V.

"Additional Shares"

additional existing Ordinary Shares, equaling up to 11.9% of thetotal number of Offer Shares, for the avoidance of doubt excluding
the Additional Shares, which the Selling Shareholders may berequired to sell pursuant to the Over-Allotment Option"Advisory Committee"

Advisory Committee on the Future of Banks in the Netherlands"Adyen"the Company and its subsidiaries"Adyen Checkout"a direct API that allows merchants to offer card and local payment
method options via an efficient checkout experience on theirwebsites, mobile sites and mobile applications"Adyen Option Plan"

Adyen's option depositary plan

"Adyen MarketPay"

a global and flexible payment and payout solution formarketplaces"AFM"

Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten)"AI"

artificial intelligence"Allocation"

the allocation of the Offer Shares"AML"anti-money laundering"AML/CFT"

local anti-money laundering and counter-finance of terrorism"API"application programming interfaces"APMs"

alternative performance measures"ARPFE"

the Act on Remuneration Policies in Financial Enterprises (Wetbeloningsbeleid financiële ondernemingen)"Articles of Association"

the articles of association (statuten) of the Company as are to beamended pursuant to the Deed of Amendment"Audit Committee"

the audit committee of the Supervisory Board"Banker's Oath"as of 1 April 2015, all supervisory directors, managing directors
and employees of a bank must take an oath of good conduct. The
oath is a confirmation of the Company's existing policy, which is
fully in line with the business principles and core values of theCompany"Banking Union"

the SSM, the SRM (including the recovery and resolution
framework laid down in the BRRD) and the DGS"Basel Committee"

Basel Committee on Banking Supervision- 202 -

"Basel I"

Basel Capital Accord of 1988 issued by the Basel Committee on
Banking Supervision"Basel II"

Second Basel Capital Accord (revised capital framework) issued
by the Basel Committee"Basel II Enhancements"

the Basel Committee issued proposals to enhance Basel II"Basel III"the comprehensive set of reform measures, developed by the BaselCommittee on Banking Supervision, to strengthen the regulation,
supervision and risk of the banking sector"Basel III Framework"

Third Basel Capital Accord, a global regulatory framework formore resilient banks and banking systems issued by the BaselCommittee on Banking Supervision which was implemented in
the EEA through CRD IV and CRR"Basel III Reforms"

the finalized Basel III reforms as improvements to the global
regulatory framework published by the Basel Committee on 7
December 2017

"Bonus Plan"

Adyen general bonus plan

"Brexit"the invocation of Article 50 of the Treaty of Lisbon by the UK
government"BRRD"

Bank Recovery and Resolution Directive (Directive 2014/59/EU)"CAGR"

Compound annual growth rate

"CBR"

combined buffer requirement"CET1"

Common Equity Tier 1"CEST"

Central European Summer Time

"CFT"

countering financing of terrorism"Chamber of Commerce"

the Chamber of Commerce (Kamer van Koophandel) of
Amsterdam, the Netherlands"CISA"

the Swiss Federal Act on Collective Investment Schemes"Citigroup"

Citigroup Global Markets Limited"CMU"

Capital Markets Union"Commission Plan"

Adyen sales commission plan"Commission Plan Eligible
Employees"

sales employees that the Commission Plan aims to reward"Company"

Adyen N.V.

"Compensation Scheme"

deposit guarantee schemes and similar funds in the Netherlands
and other jurisdictions"Compliance Committee"

Adyen's compliance committee"Compliance Handbook"Adyen's compliance handbook"Conversion"

the conversion of the Company into a public company with limited
liability (naamloze vennootschap) named Adyen N.V. through the- 203 -

execution of the Deed of Amendment shortly after determinationof the Offer Price"Corporations Act"

the Corporations Act 2001 of the Commonwealth of Australia"COSO"

the Committee of Sponsoring Organizations of the Treadway
Commission"CRD or EC Directive 2006/48
and EC Directive 2006/49"

Capital Requirements Directives (2006/48/EC and 2006/49/EC);
or EC Directive 2006/48: Directive 2006/48/EC of the European
Parliament and the Council of 14 June 2006 relating to the taking
up and pursuit of the business of credit institutions (recast); andDirective 2006/49: Directive 2006/49/EC of the European
Parliament and the Council of 14 June 2006 on the capital
adequacy of investment firms and credit institutions (recast)"CRD Banking Activities"

the following regulated banking activities (as set out in Annex I to
CRD IV) that Adyen is permitted to carry out under its banking
license: (i) Taking deposits and other repayable funds (CRD
Banking Activity 1); (ii) Lending (CRD Banking Activity 2); (iii)
Payment Services (CRD Banking Activity 4); (iv) Issuing andadministering other means of payment (CRD Banking Activity 5);(v) Trading for own account or for account of customers in foreignexchange (CRD Banking Activity 7(b)); and (vi) Issuingelectronic money (CRD Banking Activity 15)"CRD IV"

Capital Requirements Directive 2013/36/EU of the European
Parliament and of the Council of 26 June 2013 on access to theactivity of credit institutions and the prudential supervision of
credit institutions and investment firms, amending Directive
2002/87/EC and repealing Directives 2006/48/EC and2006/49/EC"CRR"

the Capital Requirements Regulation (EU) No 575/2013 of theEuropean Parliament and of the Council of 26 June 2013 on
prudential requirements for credit institutions and investment
firms and amending Regulation (EU) No 648/2012"CSRO"

Chief Strategy and Risk Officer"Data Protection Act"

the Act on Data Breach Notifications (Wet Meldplicht datalekken
en uitbreiding bestuurlijke boetebevoegdheid Cbp)

"Deed of Amendment"

notarial deed of conversion and amendment in respect of theCompany, in accordance with a resolution of the Shareholders
adopted on 17 April 2018

"Depositary Receipts"

any depositary receipts issued and administered by the STAK for
the STAK Shares to current and former Adyen employees inaccordance with the STAK's trust conditions"DFSA"

Dubai Financial Services Authority"DGS"

the Dutch Deposit Guarantee Scheme (depositogarantiestelsel)"DGS Directive"

Directive EU 2014/49/EU of the European Parliament and of theCouncil of 16 April 2014 on deposit guarantee schemes"Disclosure Committee"

Adyen's disclosure committee"DNB"

Dutch Central Bank (De Nederlandsche Bank)- 204 -

"Dutch Banking Association"

the Dutch Banking Association"Dutch Banking Code"the banking code for Dutch banks as adopted on 9 September 2009
(in force as of 1 January 2010) and replaced by the renewed textof the Code that came into force on 1 January 2016 by the Boardof the Dutch Banking Association, in response to therecommendations for improving the performance of the Dutch
banking sector to help restore trust in banks of the Advisory
Committee on the Future of Banks in the Netherlands"Dutch Banking CodeMonitoring Committee"

the Committee set up to monitor and to report on the progress
made by banks in implementing the Banking Code

"Dutch Civil Code"the Dutch Civil Code (burgerlijk wetboek)"Dutch Corporate GovernanceCode"

the Dutch corporate governance code issued on 8 December 2016

"Dutch Financial SupervisionAct"

the Dutch Financial Supervision Act (Wet op het financieeltoezicht) and the rules promulgated thereunder"Dutch Intervention Act"

the Act on Special Measure for Financial Enterprises (Wetbijzondere maatregelen financiele ondernemingen)"Dutch Minister of Finance"

the Dutch Minister of Finance"Dutch Securities Giro Act"

the Dutch securities giro act (Wet Giraal Effectenverkeer)"E-Privacy Regulation"

the draft regulation concerning the respect for private life and theprotection of personal data in electronic communications andrepealing Directive 2002/58/EC"EBA"

European Banking Authority"EBA Guidelines"

the Guidelines on Remuneration Policies and Practices as formally
adopted on 10 December 2010 by the Committee of European
Banking Supervisors"EC"

the European Community"ECB"

European Central Bank"EDIS"

Euro-wide deposit insurance scheme"EEA"

European Economic Area

"Elements"

Prospectus Directive disclosure requirements pursuant to which
the Summaries are populated"Eligible Employees"

specific team members that the Bonus Plan aims to reward"EMU"

European Economic and Monetary Union"Enterprise Chamber"the Dutch Enterprise Chamber of the Amsterdam Court of Appeal(Ondernemingskamer van het Gerechtshof Amsterdam)"ERM"

updated COSO framework titled Enterprise Risk Management –Integrating with Strategy and Performance"EU"

the European Union"EU Banking Reform Proposals"

proposals to amend and supplement the Capital Requirements
Directive (2013/36/EU) ("CRD IV") and the Capital Requirements- 205 -

Regulation ((EU) No 575/2013) ("CRR") published by theEuropean Commission on 23 November 2016
"EUR or euro or €"the single currency introduced at the start of the third stage of theEuropean Economic and Monetary Union pursuant to the Treaty
on the functioning of the EC, as amended from time to time

"Euroclear Nederland"

the Netherlands Central Institute for Giro Securities Transactions(Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.)
trading as Euroclear Nederland"Euronext Amsterdam"

the regulated market operated by Euronext Amsterdam N.V.

"European Commission"

the executive power of the European Union"FATCA"the United States Foreign Account Tax Compliance Act"Financial Instruments andExchange Law"

the Financial Instruments and Exchange Law of Japan"Financial Statements"

the audited annual consolidated financial statements of theCompany as at and for the years ended 31 December 2015, 31
December 2016 and 2017 which have been prepared in accordancewith IFRS as adopted by the EU and audited by the Company's
independent auditors PricewaterhouseCoopers Accountants N.V.

"FINMA"the Swiss Financial Market Supervisory Authority"First Trading Date"

13 June 2018

"Foundation"

Adyen Client Management Foundation Stichting"FSB"

Financial Stability Board"FSMA"

the UK Financial Services and Markets Act 2000

"FTE"

full-time equivalent"Fully Marketed Offering"

an offering which entails the Company's involvement in the formof a management road show and/or the preparation of a prospectus"GDPR"

General Data Protection Regulation (Regulation (EU) 2016/679)"GDPR Implementation Act"

the Dutch GDPR implementation act (Uitvoeringswet Algemene
verordening gegevensbescherming)"General Meeting"the general meeting of the Company, being the corporate body or,
where the context so requires, the physical meeting of that body

"Group"the Company and all of its subsidiaries"G-SIB"

global systemically important banks"Holder"the merchant holding the Warrant"IASB"

the International Accounting Standards Board"ICAAP"

internal capital adequacy assessment process"IFRS"

International Financial Reporting Standards as adopted by the EU"IGA"

intergovernmental agreements- 206 -

"ILAAP""Integral Risk
Framework"

Management

internal liquidity adequacy assessment process
Adyen's integral risk management framework"Interchange Fees Regulation"

Interchange Fees Regulation ((EU) 2015/751) was published in
the Official Journal of the European Union on 19 May 2015, andapplies from 8 June 2015, with the exception of certain provisions
that apply from 9 December 2015 and other provisions that apply
from 9 June 2016

"Interim Financial Statements"

the unaudited condensed consolidated interim financial statementsof the Company as of and for the three months ended 31 March2018 and for the three months ended 31 March 2017, which havebeen prepared in accordance with IAS 34"IRS"

US Internal Revenue Service"Joint Bookrunners"

ABN AMRO Bank N.V., Merrill Lynch International and Citigroup
Global Markets Limited"Joint Global Coordinators"

Morgan Stanley & Co. International plc and J.P. Morgan
Securities plc"KYC"

Adyen's know your-customer"LCR"

liquidity coverage ratio"LCR DR"

Commission Delegated Regulation (EU) 2015/61"Leverage Ratio DR"

Commission Delegated Regulation (EU) 2015/62 of 10 October
2014 amending Regulation (EU) No 575/2013 of the European
Parliament and of the Council"Listing and Paying Agent"

ABN AMRO"Management Board"the management board (raad van bestuur) of the Company"Management Board By-Laws"

rules adopted by the Management Board governing theManagement Board's principles and best practices"Managing Directors"

the members of the Management Board"Market Abuse Regulation"

Regulation (EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse (market abuse
regulation) and repealing Directive 2003/6/EC of the European
Parliament and of the Council and Commission Directives
2003/124/EC, 2003/125/EC and 2004/72/EC and the rules andregulations promulgated pursuant thereto"Member States"

EU Member States and where relevant other states that are party
to the EEA Agreement"Merchant Credit Risk
Committee"

Adyen's merchant credit risk committee"MiFID II"

EU Directive 2014/65/EU on markets in financial instruments, as
amended"MiFID II Product GovernanceRequirements"

the product governance requirements contained within: MiFID II,
Articles 9 and 10 of Commission Delegated Directive (EU)2017/593 supplementing MiFID II; and local implementing
measures- 207 -

"MLD3"the Third EU Anti-Money Laundering Directive"MLD4"

the Fourth Anti-Money
2015/849/EU)"MLD5"

the Fifth EU Anti-Money Laundering Directive currently in
preparation"MPL"

merchant potential liability"MREL"

minimum requirement for own funds and eligible liabilities"New Shareholders' Agreement"

the shareholders' agreement in respect of the Company dated 17
April 2018 between the Company and all Shareholders that willhold more than 2.5% of the Shares immediately following
completion of the Offering"Nomination and Remuneration
Committee"

the nomination and remuneration committee of the Supervisory
Board"NRAs"

national resolution authorities"NSFR"

net stable funding ratio"OECD"

Organization for Economic Co-operation and Development"Offer Period"

the period during which the Offering will take place, commencing
on 09:00 CEST on 5 June 2018 and ending on 14:00 CEST on 12
June 2018, subject to acceleration or extension of the timetable for
the Offering"Offer Price"

the price per Offer Share"Offer Price Range"

the expected price range of €220 to €240 per Offer Share"Offer Shares"

the Ordinary Shares offered by the Selling Shareholders and,
unless the context indicates otherwise, the Additional Shares"Offering"the offering of Offer Shares as described in this Prospectus"Old Shareholders' Agreement"

the shareholders' agreement in respect of the Company dated 21
November 2014

"Option"options to acquire Depositary Receipts"Order"the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005

"Ordinary Shares"

the ordinary shares in the Company's share capital, with a nominal
value of €0.01 per share"OTC"

over-the-counter"Over-Allotment Option"

an option, exercisable within 30 calendar days after the date of theFirst Trading Date, pursuant to which the Joint Global
Coordinators may require the Selling Shareholders to sell at theOffer Price such number of Additional Shares equaling up to
11.9% of the total number of Offer Shares, for the avoidance of
doubt excluding the Additional Shares, to cover over-allotments,
if any, in connection with the Offering or facilitate stabilizationtransactions, if any- 208 -

Laundering

Directive(Directive

"PFIC"

passive foreign investment company"Phantom Share Plan"

Adyen's phantom share plan

"Phantom Shares"

phantom shares under the Phantom Share Plan

"Pillar I"

Pillar I of the Basel Committee requirements"Pillar II"

Pillar II capital requirement of Basel II"POS"

Point of sale

"Pricing Agreement"

the pricing agreement between the Company, the Selling
Shareholders and the Underwriters"Pricing Statement"

the pricing statement in which the Offer Price and the exact
number of Offer Shares offered in the Offering will be set out"Prospectus"

this prospectus dated 4 June 2018

"Prospectus Directive"

Directive 2003/71/EC of the European Union, and any
amendments thereto, including Directive 2010/73/EU"PSD"

Directive 2007/64/EC of the European Parliament and of theCouncil of 13 November 2007 on payment services in the internalmarket amending Directives 97/7/EC, 2002/65/EC, 2005/60/EC
and 2006/48/EC and repealing Directive 97/5/EC"PSD2"

Directive (EU) 2015/2366 of the European Parliament and of theCouncil of 25 November 2015 on payment services in the internalmarket amending Directives 2002/65/EC, 2009/110/EC and2013/36/EU and Regulation (EU) No 1093/2010 and repealing
PSD

"PSP"

payment service provider"PwC"

PricewaterhouseCoopers Accountants N.V.

"QIBs"

qualified institutional buyers, as defined in Rule 144A

"Regulation S"

Regulation S under the US Securities Act"Relevant Member State"each EEA state which has implemented the Prospectus Directive"Relevant Persons"high net worth entities falling within Article 49(2)(a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005

"Resolution Fund"a resolution fund provided for in the SRM, that will be financedby ex-ante individual contributions from banking entities includedin the SRM"RevenueAccelerate"

a data-driven suite of automated tools, which work in the
background of each payment to increase authorization rates andrevenue"RevenueProtect"a product using automated machine learning, data mining and AI
techniques to screen transactions for fraud"Revised State Aid Guidelines"

the temporary state aid rules for assessing public support tofinancial institutions during the crisis (as adopted on 10 July 2013by the European Commission)- 209 -

"Risk Appetite Statements"

the risk appetite statements for communication to various Adyen
stakeholders into which Management Board has translated its viewof the risk appetite"Risk Committee"

Adyen's risk committee"RTS on MREL"

Commission Delegated Regulation (EU) 2016/1450 with regard toregulatory technical standards specifying the criteria relating to themethodology for setting the minimum requirement for own funds
and eligible liabilities"Rule 144A"

Rule 144A under the US Securities Act"Sales Day Payout"a new service that Adyen is currently rolling out, through which
Adyen's merchants can choose to be paid out all captured
transactions from a certain sales day regardless of Adyen having
received settlements from the card networks and payment methods
for those transactions"SCA"

strong customer authentication"SDK"

software development kits

"Securities and Futures Act"

the Securities and Futures Act of Singapore"Securities and Futures
Ordinance"

the Securities and Futures Ordinance (Cap. 571) of Hong Kong

"Selected Consolidated Financial
Information"

the Company's selected consolidated statement of income,consolidated statement of financial position and consolidated
statement of cash flow

"Selling Shareholders"Contentis B.V., Sintentis B.V., Spreng B.V., Ark B Holding B.V.,
Partners in Equity III B.V., Mabel van Oranje, KDP Projects B.V.,
DIA Holding B.V., Adinvest AG, Pentavest S.à r.l., Felicis
ventures III, L.P., General Atlantic Everest B.V., Bridford Music
LLC and Stichting Administratiekantoor Adyen"Settlement"

payment (in euros) for and delivery of the Offer Shares"Settlement Date"the date on which Settlement occurs which is expected to be on or
about 15 June 2018, subject to acceleration or extension of thetimetable for the Offering"Shareholder"any holder of Shares at any time

"Shares"the issued and outstanding shares in the Company's share capital,
including the Ordinary Shares"ShopperDNA"

Adyen's proprietary transaction-linking algorithm"Single Resolution Fund"the single resolution fund, provided for by the SRM"Single Rulebook"a single set of harmonized prudential rules which banks
throughout the EU must comply with, which are mainly provided
for by CRD IV, CRR, BRRD and DGS Directive"SIX"

SIX Swiss Exchange"SREP"

the supervisory review of, among other things, a bank's ICAAP
and ILAAP- 210 -

"SRM"

Single Resolution Mechanism, the framework in which theEuropean regulation established uniform rules and a uniform
procedure for the resolution of banks and certain investment firms
on 19 August 2014

"SRM Regulation"

Regulation (EU) No 806/2014 of the European Parliament and of
the Council of 15 July 2014 establishing uniform rules and a
uniform procedure for the resolution of credit institutions andcertain investment firms in the framework of a Single Resolution
Mechanism and a Single Resolution Fund and amending
Regulation (EU) No 1093/2010"SSM"

single supervisory mechanism"SSM Regulation"Council Regulation (EU) No 1024/2013 of 15 October 2013conferring specific tasks on the ECB concerning policies relating
to the prudential supervision of credit institutions"Stabilization Agent"

J.P. Morgan Securities plc"STAK"

Stichting Administratiekantoor Adyen"STAK Shares"

any Ordinary Shares held by the STAK from time to time

"Supervisory Board"

the supervisory board (raad van commissarissen) of the Company"Supervisory Board By-Laws"

rules adopted by the Supervisory Board governing the Supervisory
Board's principles and best practices"Supervisory Director"

a member of the Supervisory Board"Terminal API"

Terminal API element of Adyen Checkout"TLAC"

total loss-absorbing capacity'"Tranche"a tranche of the Warrant"TREA"

total risk exposure amount"Underwriters"

the Joint Global Coordinators and the Joint Bookrunners"Underwriting Agreement"

the underwriting agreement with respect to the offer and sale of
the Offer Shares dated on or about 5 June 2018 among the Selling
Shareholders and the Underwriters"United States" or "US"the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia"United Kingdom" or "UK"the United Kingdom of Great Britain and Northern Ireland"US Exchange Act"

the United States Securities Exchange Act of 1934, as amended"US Dollars", "US$" or "$"the lawful currency of the United States"US Holder"a person who, for US federal income tax purposes, is a beneficial
owner of Offer Shares and is: (i) a citizen or individual residentof the United States; (ii) a corporation created or organized in or
under the laws of the United States, any state therein or the Districtof Columbia; or (iii) an estate or trust the income of which is
subject to US federal income taxation regardless of its source
the US Securities Act of 1933, as amended"US Securities Act"- 211 -

"US Treasury"

the United States Treasury"Warrant"

the warrant granted to a merchant pursuant to a commercial
agreement entered into with such merchant during the quarter
ended 31 March 2018

"Warrant Shares"

such number of Shares that the Holder has the right to acquire
pursuant to the Warrant"WBP"

the Dutch data
persoonsgegevens)"XS2A"

third-party access to accounts- 212 -

protection

act

(Wet

beschermingINDE

O FIN NCISE EN S

Q1 2018 Interim Financial Statements ............................................................................................. F‐2
1.

Condensed Consolidated Statement of Comprehensive Income .............................................................................................. F‐22.

Condensed Consolidated Balance Sheet ................................................................................................................................... F‐33.

Condensed Consolidated Statement of Changes in Equity ....................................................................................................... F‐44.

Condensed Consolidated Statement of Cash Flows .................................................................................................................. F‐55.

Notes to the Condensed Interim Consolidated Financial Statements ....................................................................................... F‐66.

Report on review of interim financial information .................................................................................................................. F‐16

IFRS 2017 Consolidated Financial Statements ............................................................................... F‐17
1.

Director’s report ...................................................................................................................................................................... F‐172.

Significant developments in the Current Reporting Period ..................................................................................................... F‐173.

Consolidated Statement of Comprehensive Income ............................................................................................................... F‐18

4.

Consolidated Balance Sheet .................................................................................................................................................... F‐19

5.

Consolidated Statement of Changes in Equity ........................................................................................................................ F‐20

6.

Consolidated Statement of Cash Flows ................................................................................................................................... F‐217.

Notes to the Consolidated Financial Statements .................................................................................................................... F‐22

8.

Company Statement of Comprehensive Income ..................................................................................................................... F‐47

9.

Company Balance Sheet .......................................................................................................................................................... F‐48

10. Company Statement of changes in Cash Flow......................................................................................................................... F‐49
11. Notes to the Company financial statements ........................................................................................................................... F‐50
12. Other information ................................................................................................................................................................... F‐54
13. Independent auditor’s report .................................................................................................................................................. F‐55

IFRS 2016 Consolidated Financial Statements ............................................................................... F‐67
1.

Director’s report ...................................................................................................................................................................... F‐67

2.

Consolidated Statement of Comprehensive Income ............................................................................................................... F‐68

3.

Consolidated Balance Sheet .................................................................................................................................................... F‐69

4.

Consolidated Statement of Changes in Equity ........................................................................................................................ F‐70

5.

Consolidated Statement of Cash Flows ................................................................................................................................... F‐71

6.

Notes to the Consolidated Financial Statements .................................................................................................................... F‐72

7.

Company Balance Sheet .......................................................................................................................................................... F‐98

8.

Company Income Statement ................................................................................................................................................... F‐99

9.

Notes to the Company financial statements ......................................................................................................................... F‐100

10. Other information ................................................................................................................................................................. F‐106
11. Independent auditor’s report ................................................................................................................................................ F‐107

IFRS 2015 Consolidated Financial Statements ............................................................................. F‐112
1.

Director’s report ....................................................................................................................................................................F‐1122.

Consolidated Statement of Comprehensive Income ............................................................................................................. F‐113

3.

Consolidated Balance Sheet ..................................................................................................................................................F‐114

4.

Consolidated Statement of Changes in Equity ...................................................................................................................... F‐1155.

Consolidated Statement of Cash Flows .................................................................................................................................F‐116

6.

Notes to the Consolidated Financial Statements .................................................................................................................. F‐117

7.

Company Balance Sheet ........................................................................................................................................................ F‐140

8.

Company Income Statement ................................................................................................................................................. F‐141

9.

Notes to the Company financial statements ......................................................................................................................... F‐142

10. Other information ................................................................................................................................................................. F‐148
11. Independent auditor’s report ................................................................................................................................................ F‐149

F‐1

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ZĞĐĞŝǀĂďůĞƐϭϬϰ͕Ϯϴϵϰ͕ϮϰϴĞĨĞƌƌĞĚƚĂǆĂƐƐĞƚƐϲϭϴ͕ϱϬϭϭ͕ϲϮϳdŽƚĂůEŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐϮϬϴ͕ϳϰϭϱϰ͕ϵϭϵ

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Report on review of interim financial information
To: the management board and supervisory board of Adyen B.V.

Introduction
We have reviewed the accompanying condensed consolidated interim statement of financial position ofAdyen B.V. and its subsidiaries (the ‘Group’) as of 31 March 2018 and the related condensed consolidated
statements of comprehensive income, changes in equity and cash flows for the three-month period thenended and notes, comprising a summary of significant accounting policies and other explanatory notes.
Management is responsible for the preparation and presentation of this condensed consolidated interim
financial information in accordance with the International Accounting Standard 34 Interim Financial
Reporting as adopted by the European Union.
Our responsibility is to express a conclusion on this condensed consolidated interim financial information
based on our review.

Scope of review
We conducted our review in accordance with Dutch Law, including standard 2410, ‘Review of Interim
Financial Information Performed by the Independent Auditor of the company’. A review of interim
financial information consists of making inquiries, primarily of persons responsible for financial andaccounting matters, and applying analytical and other review procedures. A review is substantially less inscope than an audit conducted in accordance with Dutch Standards on auditing and consequently does
not enable us to obtain assurance that we would become aware of all significant matters that might beidentified in an audit. Accordingly, we do not express an audit opinion.

Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying
condensed consolidated interim financial information is not prepared, in all material respects, inaccordance with the International Accounting Standard 34 Interim Financial Reporting as adopted by theEuropean Union.
Amsterdam, 26 April 2018
PricewaterhouseCoopers Accountants N.V.
Original has been signed by R.E.H.M. van Adrichem RAPricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam, P.O. Box 90357,
1006 BJ Amsterdam, The Netherlands
T: +31 (0) 88 792 00 20, F: +31 (0) 88 792 96 40, www.pwc.nl
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KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞǇĞĂƌϵϭϬ

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/ŶǀĞŶƚŽƌŝĞƐϰϰ͕Ϭϭϳϯ͕ϮϰϲZĞĐĞŝǀĂďůĞƐĨƌŽŵĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϭϲϭϴϬ͕ϳϭϵϲϯϲ͕ϳϱϭdƌĂĚĞĂŶĚŽƚŚĞƌƌĞĐĞŝǀĂďůĞƐϭϲϮϱ͕ϱϲϳϭϭ͕ϲϱϱƵƌƌĞŶƚŝŶĐŽŵĞƚĂǆƌĞĐĞŝǀĂďůĞƐϳϮ͕ϬϲϭͲ

/ŶǀĞƐƚŵĞŶƚƐŚĞůĚͲƚŽͲŵĂƚƵƌŝƚǇϭϭϲ͕ϵϴϵͲ

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ĞĨĞƌƌĞĚƚĂǆůŝĂďŝůŝƚŝĞƐϳϱ͕ϭϯϬϯ͕ϴϰϴdŽƚĂůEŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐϱ͕ϭϯϬϯ͕ϴϰϴ

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WĂǇĂďůĞƚŽŵĞƌĐŚĂŶƚƐĂŶĚĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϭϳϳϭϳ͕ϯϬϱϭ͕ϬϮϳ͕ϬϰϯdƌĂĚĞĂŶĚŽƚŚĞƌƉĂǇĂďůĞƐϭϳϮϰ͕ϵϵϬϭϰ͕ϳϭϱƵƌƌĞŶƚŝŶĐŽŵĞƚĂǆůŝĂďŝůŝƚŝĞƐϳͲ

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ƌĞƐĞƌǀĞƐZĞƚĂŝŶĞĚĞĂƌŶŝŶŐƐdŽƚĂůĞƋƵŝƚǇĂůĂŶĐĞͲ:ĂŶƵĂƌǇϭ͕ϮϬϭϲϴϮϵϰ

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ŝƐƉŽƐĂůĂǀĂŝůĂďůĞͲĨŽƌͲƐĂůĞĨŝŶĂŶĐŝĂůĂƐƐĞƚZĞͲŵĞĂƐƵƌĞŵĞŶƚĂǀĂŝůĂďůĞͲĨŽƌͲƐĂůĞĨŝŶĂŶĐŝĂůĂƐƐĞƚKƚŚĞƌĐƵƌƌĞŶĐǇƚƌĂŶƐůĂƚŝŽŶĂĚũƵƐƚŵĞŶƚƐƵƌƌĞŶĐǇƚƌĂŶƐůĂƚŝŽŶĂĚũƵƐƚŵĞŶƚƐƐƵďƐŝĚŝĂƌŝĞƐdŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞƉĞƌŝŽĚdƌĂŶƐĂĐƚŝŽŶƐǁŝƚŚŽǁŶĞƌƐŝŶƚŚĞŝƌĐĂƉĂĐŝƚǇĂƐŽǁŶĞƌƐ͗KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞͬ;ĞǆƉĞŶƐĞͿϵϳϳ
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;ϴϵͿͲĞƉƌĞĐŝĂƚŝŽŶŽĨƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϭϱϰ͕ϲϭϱϯ͕ϭϮϰͲŵŽƌƚŝǌĂƚŝŽŶŽĨŝŶƚĂŶŐŝďůĞĨŝǆĞĚĂƐƐĞƚƐϭϰϭ͕ϯϮϭϭ͕ϬϭϮͲ^ŚĂƌĞͲďĂƐĞĚƉĂǇŵĞŶƚƐϯϭ͕Ϯϳϳϭ͕ϬϯϬͲZĞĐĞŝǀĂďůĞƐϭϭ;ϭϲϴͿ

;ϰ͕ϬϴϬͿŚĂŶŐĞƐŝŶtŽƌŬŝŶŐĐĂƉŝƚĂů͗

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Ͳ/ŶǀĞŶƚŽƌŝĞƐϰ;ϳϳϭͿ

;ϭ͕ϳϴϰͿͲdƌĂĚĞĂŶĚŽƚŚĞƌƌĞĐĞŝǀĂďůĞƐϭϲ;ϭϯ͕ϵϭϮͿ

;ϯ͕ϮϮϬͿͲZĞĐĞŝǀĂďůĞƐĨƌŽŵĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϭϲϰϱϲ͕ϬϯϮ

;ϯϴϱ͕ϭϭϭͿͲWĂǇĂďůĞƐƚŽŵĞƌĐŚĂŶƚƐĂŶĚĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϭϳ;ϯϬϵ͕ϳϯϴͿϰϲϲ͕ϳϴϬͲdƌĂĚĞĂŶĚŽƚŚĞƌƉĂǇĂďůĞƐϭϳϭϬ͕Ϯϳϱϭ͕ϵϰϭĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŽŶƐϮϰϮ͕ϯϵϲϭϵϴ͕ϵϲϳ/ŶƚĞƌĞƐƚƌĞĐĞŝǀĞĚϱϰϭ

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/ŶƚĞƌĞƐƚƉĂŝĚ;ϳϳϱͿ

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;ϰϭ͕ϱϱϬͿ

;ϵ͕ϳϳϮͿ/ŶĐŽŵĞƚĂǆĞƐƉĂŝĚEĞƚĐĂƐŚĨůŽǁƐĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐϮϬϬ͕ϲϭϮϭϴϵ͕ϱϲϱWƵƌĐŚĂƐĞƐŽĨŝŶǀĞƐƚŵĞŶƚƐŚĞůĚͲƚŽͲŵĂƚƵƌŝƚǇϭϭ;ϲ͕ϵϴϵͿͲ

WƵƌĐŚĂƐĞƐŽĨƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϭϱ;ϵ͕ϲϴϱͿ

;ϭϬ͕ϱϯϳͿĂƉŝƚĂůŝǌĂƚŝŽŶŽĨŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐϭϰ;ϭ͕ϯϰϰͿ

;ϭ͕ϵϴϵͿŝƐƉŽƐĂůŽĨƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϭϱͲ

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ŝǀŝĚĞŶĚƐƌĞĐĞŝǀĞĚϭϭϳϭ

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;ϭϮ͕ϰϲϬͿEĞƚĐĂƐŚƵƐĞĚŝŶŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐWƌŽĐĞĞĚƐĨƌŽŵŝƐƐƵĂŶĐĞŽĨŽƌĚŝŶĂƌǇƐŚĂƌĞƐ

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^ŚĂƌĞƉƌĞŵŝƵŵƉĂŝĚďǇƚŚĞƐŚĂƌĞŚŽůĚĞƌƐϴϵϴϯ

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EĞƚĐĂƐŚĨůŽǁƐĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐϵϴϰ

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EĞƚŝŶĐƌĞĂƐĞŝŶĐĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐϭϴϯ͕ϲϰϵϭϳϳ͕ϮϳϳϲϴϬ͕ϬϲϳϱϬϮ͕ϯϭϴ

;ϳϴϲͿϰϳϮ

ϴϲϮ͕ϵϯϬϲϴϬ͕ϬϲϳĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐĂƚďĞŐŝŶŶŝŶŐŽĨƚŚĞǇĞĂƌǆĐŚĂŶŐĞŐĂŝŶƐͬ;ůŽƐƐĞƐͿŽŶĐĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐĂƚĞŶĚŽĨƚŚĞǇĞĂƌ

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dŚĞĂĐĐŽŵƉĂŶǇŝŶŐŶŽƚĞƐĂƌĞĂŶŝŶƚĞŐƌĂůƉĂƌƚŽĨƚŚĞƐĞĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƐƚĂƚĞŵĞŶƚƐ͘

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ϭϲ͕ϲϴϬdŽƚĂůŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞǇĞĂƌ;ĂƚƚƌŝďƵƚĂďůĞƚŽŽǁŶĞƌƐŽĨĚǇĞŶ͘s͘ͿϳϮ͕Ϯϭϳϭϭϯ͕ϵϭϬ

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ŵŽƌƚŝǌĂƚŝŽŶĂŶĚĚĞƉƌĞĐŝĂƚŝŽŶŽĨƚĂŶŐŝďůĞĂŶĚŝŶƚĂŶŐŝďůĞĨŝǆĞĚĂƐƐĞƚƐ

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ϵ͘ ŽŵƉĂŶǇĂůĂŶĐĞ^ŚĞĞƚƐĂƚĞĐĞŵďĞƌϯϭ͕ϮϬϭϳ͕ϮϬϭϲĂŶĚϮϬϭϱ
;ĂůůĂŵŽƵŶƚƐŝŶhZƚŚŽƵƐĂŶĚƐƵŶůĞƐƐŽƚŚĞƌƐƚĂƚĞĚͿ
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ϯϭͲĞĐͲϭϱ/ŶƚĂŶŐŝďůĞĂƐƐĞƚƐϭϰϯ͕ϵϳϴϯ͕ϵϱϱϮ͕ϵϳϴWůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϮϵϭϲ͕ϰϰϵϭϭ͕ϬϬϲϲ͕ϯϳϱǀĂŝůĂďůĞͲĨŽƌͲƐĂůĞĨŝŶĂŶĐŝĂůĂƐƐĞƚϭϭϮϱ͕Ϭϳϲϭϵ͕ϲϬϱϰϱ͕ϵϳϮZĞĐĞŝǀĂďůĞƐϭϭϰ͕Ϯϰϴϰ͕ϬϴϬͲ

ĞĨĞƌƌĞĚƚĂǆĂƐƐĞƚƐϭϴϲ

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/ŶǀĞƐƚŵĞŶƚƐŝŶĐŽŶƐŽůŝĚĂƚĞĚƐƵďƐŝĚŝĂƌŝĞƐŽŶĞƋƵŝƚǇŵĞƚŚŽĚϯϬϭϰ͕ϱϮϬϭϭ͕Ϭϯϵϱ͕ϮϬϮdŽƚĂůEŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐϲϰ͕ϰϱϳϰϵ͕ϲϴϱϲϬ͕ϱϮϳ

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/ŶǀĞŶƚŽƌŝĞƐϰϰ͕Ϭϭϳϯ͕Ϯϰϲϭ͕ϰϲϮZĞĐĞŝǀĂďůĞƐĨƌŽŵĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϯϭϭϰϯ͕ϬϬϮϯϱϭ

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dƌĂĚĞĂŶĚŽƚŚĞƌƌĞĐĞŝǀĂďůĞƐϯϭϭϴ͕ϵϵϭϰϭ͕ϱϬϮϭϲ͕ϰϵϰƵƌƌĞŶƚŝŶĐŽŵĞƚĂǆƌĞĐĞŝǀĂďůĞƐϭ͕ϳϰϰͲ

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/ŶǀĞƐƚŵĞŶƚƐŚĞůĚͲƚŽͲŵĂƚƵƌŝƚǇϭϭϲ͕ϵϴϵͲ

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ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐϴϰϭ͕ϯϳϲϮϲϰ͕ϱϯϵϭϴϮ͕ϭϱϰdŽƚĂůƵƌƌĞŶƚĂƐƐĞƚƐϭ͕Ϭϭϲ͕ϭϭϵϯϬϵ͕ϲϯϴϮϬϬ͕ϭϭϬdŽƚĂůĂƐƐĞƚƐϭ͕ϬϴϬ͕ϱϳϲϯϱϵ͕ϯϮϯϮϲϬ͕ϲϯϳ

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ƋƵŝƚǇĂƚƚƌŝďƵƚĂďůĞƚŽŽǁŶĞƌƐŽĨĚǇĞŶ͘s͘

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^ŚĂƌĞĐĂƉŝƚĂůϴϮϵϱ

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^ŚĂƌĞƉƌĞŵŝƵŵϴϭϰϵ͕ϯϭϰϭϰϴ͕ϯϯϭϭϰϴ͕ϭϱϵKƚŚĞƌƌĞƐĞƌǀĞƐϮϳ͕ϵϯϯϮϱ͕ϳϬϲϱϯ͕ϬϬϭZĞƚĂŝŶĞĚĞĂƌŶŝŶŐƐϮϭϮ͕ϮϯϲϭϰϬ͕ϲϯϭϰϰ͕ϯϳϴdŽƚĂůƋƵŝƚǇĂƚƚƌŝďƵƚĂďůĞƚŽŽǁŶĞƌƐŽĨĚǇĞŶ͘s͘ϯϴϵ͕ϳϳϳϯϭϰ͕ϵϲϮϮϰϱ͕ϴϯϮ

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ĞĨĞƌƌĞĚƚĂǆůŝĂďŝůŝƚŝĞƐϳϱ͕Ϭϭϱϯ͕ϱϵϴͲ

dŽƚĂůEŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐϱ͕Ϭϭϱϯ͕ϱϵϴ

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WĂǇĂďůĞƚŽŵĞƌĐŚĂŶƚƐĂŶĚĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϯϰϲϲϬ͕ϴϳϲϭϮ͕ϬϬϬͲ

dƌĂĚĞĂŶĚŽƚŚĞƌƉĂǇĂďůĞƐϯϰϮϰ͕ϵϬϴϭϮ͕ϲϳϳϭϮ͕ϴϬϭƵƌƌĞŶƚŝŶĐŽŵĞƚĂǆůŝĂďŝůŝƚŝĞƐͲ

ϭϲ͕ϬϴϲϮ͕ϬϬϰdŽƚĂůƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐϲϴϱ͕ϳϴϰϰϬ͕ϳϲϯϭϰ͕ϴϬϱdŽƚĂůůŝĂďŝůŝƚŝĞƐĂŶĚĞƋƵŝƚǇϭ͕ϬϴϬ͕ϱϳϲϯϱϵ͕ϯϮϯϮϲϬ͕ϲϯϳϯϭͲĞĐͲϭϲƐƐĞƚƐ

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ϯϭͲĞĐͲϭϳϭϬ͘ ŽŵƉĂŶǇ^ƚĂƚĞŵĞŶƚŽĨĐŚĂŶŐĞƐŝŶĂƐŚ&ůŽǁƐĂƚĞĐĞŵďĞƌϯϭ͕ϮϬϭϳ͕ϮϬϭϲĂŶĚϮϬϭϱ
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/ŶĐŽŵĞďĞĨŽƌĞŝŶĐŽŵĞƚĂǆĞƐϮϬϭϲϴϴ͕ϵϭϮϭϭϯ͕ϭϴϵĚũƵƐƚŵĞŶƚƐĨŽƌ͗

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Ͳ&ŝŶĂŶĐĞĞǆƉĞŶƐĞƐϳϳϱ

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ͲKƚŚĞƌĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐϭ͕ϭϱϳ

;ϴϵͿͲĞƉƌĞĐŝĂƚŝŽŶŽĨƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϮϵϯ͕ϱϱϱϮ͕ϯϴϬͲŵŽƌƚŝǌĂƚŝŽŶŽĨŝŶƚĂŶŐŝďůĞĨŝǆĞĚĂƐƐĞƚƐϭϰϭ͕ϯϮϭϭ͕ϬϭϮͲ^ŚĂƌĞͲďĂƐĞĚƉĂǇŵĞŶƚƐϯϴϮϳ

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ͲZĞĐĞŝǀĂďůĞƐϭϭ;ϭϲϴͿ

;ϰ͕ϬϴϬͿŚĂŶŐĞƐŝŶtŽƌŬŝŶŐĐĂƉŝƚĂů͗

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Ͳ/ŶǀĞŶƚŽƌŝĞƐϰ;ϳϳϭͿ

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;Ϯϱ͕ϬϬϴͿͲZĞĐĞŝǀĂďůĞƐĨƌŽŵĨŝŶĂŶĐŝĂůŝŶƐƚŝƚƵƚŝŽŶƐϯϬͬϯϭ

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/ŶƚĞƌĞƐƚƉĂŝĚ;ϳϳϱͿ

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;ϵ͕ϮϳϮͿϭϱϳ͕Ϭϱϯϴϴ͕ϲϰϲEĞƚĐĂƐŚĨůŽǁƐĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐDĞƌŐĞƌŽĨĚǇĞŶ&ŽƵŶĚĂƚŝŽŶϯϬϰϯϴ͕ϵϵϱͲ

WƵƌĐŚĂƐĞƐŽĨŝŶǀĞƐƚŵĞŶƚƐŚĞůĚͲƚŽͲŵĂƚƵƌŝƚǇϭϭ;ϲ͕ϵϴϵͿͲ

WƵƌĐŚĂƐĞƐŽĨƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϮϵ;ϴ͕ϵϵϴͿ

;ϳ͕ϬϮϯͿĂƉŝƚĂůŝǌĂƚŝŽŶŽĨŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐϭϰ;ϭ͕ϯϰϰͿ

;ϭ͕ϵϴϵͿŝƐƉŽƐĂůŽĨƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚϮϵͲ

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ŝǀŝĚĞŶĚƐƌĞĐĞŝǀĞĚϭϭϱϱ

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^ŚĂƌĞƉƌĞŵŝƵŵƉĂŝĚďǇƚŚĞƐŚĂƌĞŚŽůĚĞƌƐϴϵϴϯ

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EĞƚĐĂƐŚĨůŽǁƐĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐϵϴϰ

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EĞƚŝŶĐƌĞĂƐĞŝŶĐĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐϱϳϵ͕ϳϱϲϳϵ͕ϴϳϮϮϲϰ͕ϱϯϵϭϴϮ͕ϭϱϰ

;Ϯ͕ϵϭϵͿϮ͕ϱϭϯϴϰϭ͕ϯϳϲϮϲϰ͕ϱϯϵĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐĂƚďĞŐŝŶŶŝŶŐŽĨƚŚĞǇĞĂƌǆĐŚĂŶŐĞŐĂŝŶƐͬ;ůŽƐƐĞƐͿŽŶĐĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐĂƐŚ͕ĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂŶĚďĂŶŬŽǀĞƌĚƌĂĨƚƐĂƚĞŶĚŽĨƚŚĞǇĞĂƌ
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THE COMPANY
Adyen N.V.
Simon Carmiggeltstraat 6
1011 DJ Amsterdam
The Netherlands
LEGAL ADVISERS TO THE COMPANY
in respect of Dutch law

in respect of United States law

Clifford Chance LLP
Droogbak 1A
1013 GE Amsterdam
The Netherlands

Clifford Chance Europe LLP
1 Rue d'Astorg
75008 Paris
FranceJOINT GLOBAL COORDINATORS
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

JOINT BOOKRUNNERS
ABN AMRO Bank N.V.
Gustav Mahlerlaan 101082 PP Amsterdam
The Netherlands

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

Citigroup Global Markets
Limited33 Canada Square Canada Square
Canary Wharf
London E14 5LB
United Kingdom

LEGAL ADVISERS TO THE UNDERWRITERS
in respect of Dutch law

in respect of United States law

Stibbe N.V.
Beethovenplein 101077 WM Amsterdam
The Netherlands

Latham & Watkins (London) LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom

INDEPENDENT AUDITORS TO THE COMPANY
PricewaterhouseCoopers Accountants N.V.
Thomas R. Malthusstraat 51006 BJ Amsterdam
The Netherlands
LISTING AND PAYING AGENTABN AMRO Bank N.V.
Gustav Mahlerlaan 101082 PP Amsterdam
The Netherlands