Management Board
Remuneration Policy2024

1

..................................................................................................................... 1
Management Board Remuneration Policy ............................................... 3
1. Foundation of our Remuneration Policy................................................................................3
Objective...............................................................................................................................3
Adyen Formula .....................................................................................................................3
Guiding principles ................................................................................................................3
2. Our Remuneration Policy at a glance ....................................................................................5
3. Comparison with the external landscape ..............................................................................6
4. Components of our Remuneration Policy .............................................................................7
4.1 Fixed remuneration ........................................................................................................7
4.2 Variable remuneration ...............................................................................................7
4.3 Encourage share ownership ......................................................................................9
4.4 Pension and benefits .................................................................................................9
4.5 Agreements and termination .....................................................................................9
4.6 Governance ............................................................................................................. 10

Management Board Remuneration Policy | Page 2

Management Board
Remuneration Policy
1. Foundation of our Remuneration Policy
Objective
The objective of our global remuneration policies is to recruit and retain the best talent worldwide by offering
competitive payment structures that take account of our strategy to focus on our merchant’s growth, tochange the payment landscape and on having fun.
Since the start of the company, we have successfully recruited and retained talent in line with the Adyen
Formula. We want to recruit and retain the best talent available in the market, which is not restricted to those
who have a background in the payments industry.
Our remuneration policies are consistent with, and promote, sound and effective risk management and havealways been aligned with our strategy and the Adyen Formula to create long-term value for our company andour merchants. As such, each Management Board member has specific focus areas for sustainability and the
Adyen Formula.
Adyen Formula
Adyen is a global company with different offices around the world that competes in local labor markets. How
we work together globally is guided by the Adyen Formula. These eight principles are not constant – but
constantly evolving to keep pace with our merchants, our business and growth of the team:• We build to benefit all customers (not just one)
• We make good choices to build an ethical business and drive sustainable growth for our customers• Winning is more important than ego; we work as a team – across cultures and time zones• We include different people to sharpen our ideas• We don’t hide behind email, instead we pick up the phone• We create our own path and won’t be slowed down by “stewards”• We launch fast and iterate• We talk straight without being rude
The Adyen Formula ensures speed, which we view as the foundation of our company. We think fast. We work
fast. We launch fast. Our merchants’ demands shape our development, and we never stop – that is our job.
We’re creating our own path, with a global team driving sustainable growth.
The way we work is crucial to our success. It guarantees that we continue to make good choices to build an
ethical business and it secures integrity of our company culture. The Adyen Formula is key to how we recruit,
grow and retain talent globally. It underscores our foundational spirit, and ensures we keep our focus on ourmerchant’s growth, on changing the payment landscape, and on having fun while doing it.
Adherence to the Adyen Formula and the company's strategy, as well as delivering on specific areas of focus
including for sustainability, is considered to determine remuneration decisions such as pay increases for eachof the individual Management Board members based on the Remuneration Policy.

Guiding principles
We have defined guiding principles of our Remuneration Policy to ensure that the components of theRemuneration Policy reflect the objective and are adherent to the Adyen Formula.
• Equal pay
We value all perspectives, so we see no reason to reward one more than the other – same role, same pay.
We are committed to ensuring equal pay, therefore we make sure this is included in our annual equal pay
audit, to safeguard to uphold this standard. The annual equal pay audit includes a review ensuring thatthe employment conditions of the Management Board members are in line with those of the rest of theorganization, unless compelling reasons exist to deviate.
• Internal remuneration ratios
On a yearly basis we look at our internal remuneration ratios to make sure Management Board
remuneration develops in line with the rest of the organization. For this ratio, we deem most relevant the
total direct compensation of the CEO compared to the average total direct compensation of all Adyen
employees worldwide. On an annual basis we track possible changes to the relevant pay ratio, to be able
to take account hereof when reviewing remuneration levels. In our annual remuneration report, we reporton the internal remuneration ratios.
• Level of support in society
We strive to make good choices to build an ethical and sustainable business and drive sustainablegrowth for our merchants, articulated in the Adyen Formula. Our Corporate Social Responsibility
approach is three-pronged: i) sharing our knowledge and technology to make a positive impact onsociety, ii) limiting our impact on the environment, and iii) empowering our employees around the world
to create their own local initiatives. We are committed to make sure that each individual Management
Board member has a specific area of focus linked to sustainability, which is reviewed and assessed on a
yearly basis.
Our Remuneration Policy provides us with the opportunity to grant various elements to our Management
Board members. Each element contributes to the objective of the policy and is aligned with our guiding
principles.

Management Board Remuneration Policy | Page 4

2. Our Remuneration Policy at a glance
We provide our Management Board members remuneration that is reflecting the foundation of ourRemuneration Policy and adherent to the Adyen formula. Below, we summarize the main elements of ourManagement Board Remuneration Policy and explain how they align with our philosophy.
Element

DesignPurposeFixed payments in cash or (acombination of) cash and equity(linked) instruments.
Fixed remuneration

Levels are set in accordance withvarious factors, including areference to the market levels
observed within our peer group.

Fixed remuneration levels are set to ensure
we are able to recruit and retain
Management Board members that make theright choices to build an ethical businessand drive sustainable growth for ourcustomers.

Variable remuneration

If awarded, variable remunerationis set in accordance withapplicable regulatory requirements
and capped at 20% of fixed
remuneration.
Pay-outs will be in equity.

Variable remuneration awards will furtheralign the interests of our Management Board
members with our customers and foster ourteam and entrepreneurial company culture.

Share ownership

Encouragement that Management
Board members will build up an
equity stake with a value of at least
50% of fixed compensation within
five years.

Share ownership encouragement
will further strengthen our focus on building
for long-term success, independent of theManagement Board member’s tenure or
history within Adyen.

Participation in collective pension
plans.
Pension and benefits
Benefits in accordance with theoffering to our wider workforce.

We believe in treating the Management
Board no otherthan other employees.

Management Board Remuneration Policy | Page 5

3. Comparison with the external landscape
We consider various factors when determining the remuneration package for our Management Board
members. One of the factors is the comparison with the external landscape to ensure that the remuneration
offered remains competitive.
To make a meaningful comparison with the external landscape, we believe it is key to define the right peergroup approach which reflects Adyen’s relevant market for executive talent. We are competing withcompanies within various sectors for the best talent available in a global market. And although our directcompetitors are part of our talent market, it is not necessarily restricted to the payment industry only.
We have defined four different categories we believe are together forming the foundation of our talent market
and thus should be represented in our peer group:
Category

Description

Rationale

Payment
platforms

Combination of our direct (business)competitors and (FinTech) companies
active in the payment, cryptocurrency
and banking platform sector.

Comparison against companies operating in similarindustry dynamics as Adyen.

Financialsector

Selection of relevant banks.

Comparison against companies acting in a similar
governance environment and where remuneration is
subject to (broadly) similar regulation as for Adyen.

High-Tech

Companies active in software, platformor (digital) services related sectors.

Comparison against companies active in innovationdriven and fast-moving industries, like the payment
industry.

Listingindex

AEX listed companies.

Comparison against companies that are operating withinsimilar Dutch stakeholder environment.

We determine the composition of the peer group balancing the weight of the different categories
appropriately. Individual peer companies are selected based on an objective approach, whereby quantitativeand industry criteria such as market capitalization and revenue are used to ensure comparability in terms ofsize and structure. We aim to position around the median of the peer group in terms of size, while the spread
between the smallest and largest companies is kept within reasonable boundaries.
A significant part of our direct competitors and other payment platforms are located in North America. In
addition, a growing part of our revenue is generated in North America. As a result, North America is one of
Adyen’s key geographies for recruiting (executive) talent. Nevertheless, we are also aware of the different pay
levels and practices in North America and we acknowledge our Dutch heritage and the local, Dutch,
environment we operate in. In order to balance these factors, the proportion of North American peers will belimited to maximum 40% of the peer group composition.
We will review the composition of the peer group on an annual basis in accordance with the criteria as
mentioned above. We have the intention to keep the peer group as stable as possible. The new peer groupcomposition is disclosed in the Letter from the Chair of the Remuneration & Nomination Committee ahead of
the 2023 AGM, and from 2024 onwards retrospectively disclosed in our annual report.
We aim at providing total remuneration for the Management Board members to not be above the median of
the peer group. In exceptional circumstances, e.g. a deviating primary work location of the executive, we allow
for different market positioning, up to the 75th percentile for total remuneration. Such an exceptional

Management Board Remuneration Policy | Page 6

circumstance will only occur to ensure we can successfully recruit and retain the best talent available in our
global talent market and will not be applicable for our current Management Board members. Application,
including a detailed rationale, of such a market positioning will be disclosed in our annual remuneration
report.
In order to comply with applicable regulation, our pay mix compared will be aimed more towards fixed rather
than variable remuneration compared with the external market.

4. Components of our Remuneration Policy
4.1 Fixed remuneration
Base salary levels are set at a level that allows us to recruit and retain Management Board members to executeon our long-term plans and realize long-term value creation for all our stakeholders. We will consider various
factors when determining Management Board members’ base salaries, including, but not limited to:§ The Management Board member’s experience and profile;§ Our internal remuneration ratios;§ Salary increases for our other employees;§ Our financial and non-financial performance;§ Market compensation data;§ (Macro)-economic developments.
Base salary levels will be reviewed for every individual Management Board member on an annual basis,
whereby we will consider the factors as mentioned above. We will disclose the level and (potential) salary
increases in our annual remuneration report.
Fixed remuneration can be paid out in a combination of cash and equity(-linked) instruments. In case we will
pay out base salary (partially) in equity(-linked) instruments, the value of the equity(-linked) instruments will
be expressed as proportion of total base salary. Any pay-out in equity(-linked) instruments will be subject to aholding period of five years, in which it is not allowed to sell the equity(-linked) instruments other than for wage
tax purposes (such as sell-to-cover).
4.2 Variable remuneration
We may award variable remuneration to our Management Board members. The purpose of our variable
remuneration awards is to incentivize and reward long-term value creation for our company and our
stakeholders. Eligibility for variable remuneration may vary between Management Board members and istypically dependent on the member’s profile, history and tenure within Adyen. We will disclose eligibility forvariable remuneration including rationale in our annual remuneration report.
Award
The amount of our variable remuneration awards is set in accordance with applicable regulatory requirements
and our general Remuneration Policy and will not exceed 20% of fixed remuneration. We will pay variable
remuneration in equity(-linked) instruments, to ensure alignment with long-term value creation for ourcompany and our stakeholders. Only in exceptional circumstances, variable remuneration will be paid in cash.
Performance criteria
Variable remuneration awards are subject to performance against financial and non-financial performance
criteria. The criteria and their weightings are determined at the beginning of the financial year. The selectionof the performance objective is based on our strategy, long-term goals and to ensure sustainable outcomes.
Consistent with regulation, variable remuneration will for at least 50% be based on non-financial performance
criteria.
Financial performance criteria are selected in accordance with our strategy and to drive our long-term value
creation. The financial performance criteria may include, but are not limited to:- Net revenue;- EBITDA Margin;

Management Board Remuneration Policy | Page 7-Capital expenditure.

Non-financial performance criteria are selected in accordance with our ambition to deliver long-term andsustainable value creation for all our stakeholders. The non-financial performance criteria may include, but
are not limited to:- ESG related objectives, aligned with our The Adyen way of building an ethical business guidance;- The Adyen Formula;- Risk and compliance objectives;- Operational objectives;- Strategic objectives.
Performance may be based on both individual, business or group level, and will be measured after the end of
the performance year, after which the award amount will be determined. We will disclose on retrospective
basis the selected criteria, including rationale, and outcomes in the remuneration report. In case none of theperformance criteria are met, we will decrease the variable remuneration award to zero. The Supervisory
Board has the discretionary authority to adjust the performance objectives and subsequent outcomes toreflect exceptional circumstances, corporate events or account for significant one-off items. We will disclosethe details of such an adjustment, including rationale, in the annual remuneration report.
Vesting scheme
Vesting of any of our awards is set in accordance with applicable regulations. Currently, this means that 40%of the award vests immediately and 60% is deferred over a period of five years, whereby the deferral vests in
5 equal tranches over the deferral period. As our awards are paid in equity(-linked) instruments, all variable
remuneration is subject to a holding period of five years. In any case, after vesting, it is not allowed to sell theequity(-linked) instruments for a year, other than for wage tax obligations following from the equity award(such as sell-to-cover). The Supervisory Board is allowed to adjust the vesting and pay-out schedule in orderto ensure compliance with applicable regulations. We provide an illustrative overview of the current vesting
scheme in the figure below.

Upfront award
(40%)

T=0

T=1

S

Award &
Immediatevesting
40% after
year 1

T=2

T=3

T=4

T=5

T=6

T=7

Tranche 1(12%)

Deferred award
(60%)

S

Award &
Deferredvesting
60%
starting inyear 2

Tranche 2(12%)
1/5th pro-rata
vesting

Tranche 3(12%)

Tranche 4(12%)
Tranche 5(12%)[S] = Start ofperformance period

Moment ofVesting

Holding period

Management Board Remuneration Policy | Page 8

Risk adjustments
We will conduct both ex-ante and ex-post risk assessment to mitigate the risk associated with variable
remuneration.
Before date of the award, we will ensure that the award does not negatively affect our capital requirements. In
addition, both financial and non-financial performance criteria may be used to assess performance against
capital and risk related objectives.
In addition, the Supervisory Board may adjust or reclaim, in whole or in part, variable remuneration awards
and pay-outs. Malus or claw back will only be applied in case circumstances require this and in accordancewith regulation and internal rules and regulation. Any application of malus and claw back will be disclosed andexplained in the annual remuneration report.
4.3 Encourage share ownership
Within Adyen we believe in the importance of putting our employees including our Management Board
members in a financial ownership-like position where shares are concerned to obtain an economic interest in
our company. This will create further alignment with Adyen’s long-term objectives such as sustainable growthdevelopment profitability and financial success. Therefore, we stimulate the Management Board members toretain (a proportion of) the equity (-linked instruments) awarded under the various remuneration components
during employment until the value of ownership is at least 50% of fixed remuneration.
4.4 Pension and benefits
The pensions and other benefits for which Management Board members are set in line with typical market
practice and in accordance with Adyen’s benefits proposition offered to the wider workforce.
Benefits
We deeply believe in treating the Management Board no other than the other employees. To reflect that we
provide similar general employment conditions to all our employees - including the Management Board - andwe offer the same benefits to everyone. In addition, we provide the Management Board members benefits
specifically required for their position as Managing Director such as insurances. We do not provide any loans
or guarantees to the Management Board members.
Pension
The Management Board members generally participate in the applicable pension plans available to other
employees in the country of employment. We do not grant guaranteed discretionary pension benefits to ourManagement Board members.
Further information regarding the benefits and retirement arrangements are disclosed in the annual
remuneration report and financial statements.
4.5 Agreements and termination
Management agreements
All Management Board members have entered into a service agreement with Adyen N.V., with a notice periodof six months for Adyen and three months for the Management Board members. The terms and conditions of
the service agreements have been aligned with the Dutch Corporate Governance Code. The service
agreements are entered into for a term of four years.
Termination
The service agreements of the Management Board provide for a severance of one annual base salary if theManagement Board member is not re-appointed or otherwise terminated by Adyen (for any reason other thanurgent cause in the meaning of article 7:678 of the Dutch Civil Code), in accordance with the Dutch Corporate
Governance Code.

Management Board Remuneration Policy | Page 9

At the time of departure, treatment of variable remuneration, if any, will depend on the leaving status of theManagement Board member and is upon approval of the Supervisory Board:• In case the Management Board member is qualified as bad leaver (for example, but not limited to, in caseof voluntary resignation, fraud, gross misbehavior), all awards will lapse.
• In case the Management Board member is qualified as good leaver (for example, but not limited to, in caseof [early] retirement, disability, redundancy, business divestiture in the normal course of business), partial- vesting may occur.
Details the of treatment of variable remuneration in case of early termination will be disclosed in the annual
remuneration report.
New hire policy
Generally, the Supervisory Board will seek to align the new Management Board member’s remuneration
package to the Remuneration Policy.
In the case of external hires, the Supervisory Board may decide in certain circumstances to grant a sign-on
award in cash and/or equity(-linked) instruments.
Examples of such circumstances could be, but are not limited to:- Competition in hiring a candidate;- Significant differences in our remuneration offering compared with the candidate’s current package(e.g., due to applicable regulation).
- Forfeiture of outstanding variable remuneration;- Loss of income due to cooling down period.
When establishing the terms of the sign-on award, the Supervisory Board will consider, amongst others, thestructure, time horizons, value and performance targets associated with arrangements forfeited and will be inaccordance with applicable regulation. Details and rationale of such an award will be disclosed in the annual
remuneration report.
In case of internal hires, we may decide to grandfather (contractual) arrangements upon which was agreed
before date of appointment as Management Board member and payment or awards are not related to theappointment.
4.6 Governance
The Supervisory Board strives to keep the Remuneration Policy up to date with market circumstances andrequirements set by local laws.
The Remuneration Policy is reviewed on a yearly basis by the different control functions within Adyen and isdiscussed within Adyen’s Nomination and Remuneration Committee. Changes to the Remuneration Policy
need to be approved by the Supervisory Board, and every four years by three fourth (3/4th) of the votes cast of
the Annual Meeting of Shareholders. The Remuneration Policy and the results of the votes cast will be
published on the Adyen website directly after the Annual Meeting of Shareholders.
Under exceptional circumstances, the Supervisory Board can temporarily and ultimately until the new
Remuneration Policy is adopted, deviate from the Remuneration Policy. For this purpose, exceptional
circumstances are limited to those circumstances that require deviation to serve the long-term interests andsustainability of the company as a whole or to assure its viability. In the event of such circumstances, Adyen’s
Nomination and Remuneration Committee will assess the situation and make a proposal to the Supervisory
Board, who may decide whether derogation of the Remuneration Policy is allowed in the relevant
circumstances, or not. Such a deviation will be reported in the annual remuneration report.
The Supervisory Board has decided to include scenario analysis, back-tests, pay ratios and the developmentof the market price of the shares in the annual remuneration report. The Supervisory Board is responsible forManagement Board Remuneration Policy | Page 10

an annual risk assessment on Adyen’s remuneration framework to identify potential risks. As part thereof, theSupervisory Board is responsible for an annual assessment that identifies the members of staff whose
professional activities have a material impact on the institution’s risk profile. Internal Audit performs an annual
review of the remuneration framework including this Policy.

Management Board Remuneration Policy | Page 11