By-Laws
Management
Board
Version Date: January 2024

Contents
Introduction ............................................................................................................................................................................................ 2
Chapter I - Composition of the Management Board; Positions.................................................................................................... 2
Chapter II - Duties and Powers ........................................................................................................................................................... 4
Chapter III - Meetings of the Management Board; Decision-making........................................................................................ 10
Chapter IV – Other Provisions........................................................................................................................................................... 11
Annex 1 – List of Definitions .............................................................................................................................................................. 15

Introduction(1.)

These By-Laws are established pursuant to article 14.3 of the Articles of Association.

(2.)

These By-Laws are complementary to the provisions regarding the Management Board and the Management
Board members contained in applicable law and regulations, the Articles of Association and the rules
pertaining to the relationship between the Supervisory Board and the Management Board contained in the
By-Laws of the Supervisory Board.

(3.)

These By-Laws are posted on the Company's website.

(4.)

The meaning of certain capitalized or uncapitalized terms used in these By-Laws are set forth in the List of
Definitions attached as Annex 1.

Chapter I - Composition of the Management Board; Positions
1

Composition; Division of Tasks

1.1

The members of the Management Board are appointed by the General Meeting of Shareholders upon anomination by the Supervisory Board in accordance with the Articles of Association. The Supervisory Board
ensures that a formal and transparent procedure is in place for the appointment and reappointment ofManagement Board members, as well as a sound plan for the succession of Management Board members.1
Only persons in respect of which the relevant competent supervisory authority has resolved that they comply
with the applicable suitability and trustworthiness requirements pursuant to the Dutch Financial Supervision
Act (Wet op het financieel toezicht) can become Management Board members. The number of Management
Board members is determined by the Supervisory Board after consultation with the Management Board,
taking into account that the Management Board must consist of at least two members.

1.2

The Management Board shall be composed in such a way as to ensure a degree of diversity appropriate to theCompany with regard to expertise, experience, competencies, other personal qualities, sex or gender identity,age, nationality and cultural or other background. Each Management Board member shall have the specificexpertise required for the fulfilment of his duties.2

1.3

The Company's corporate governance statement shall explain the DE&I Policy and the way that it is
implemented in practice, addressing:

1
2

a.

the goals of the DE&I policy;b.

the plan to achieve the goals of the DE&I policy;c.

the results of the DE&I policy in the past financial year and – where relevant and applicable – insight into the
inflow, progression and retention of employees;

Dutch Corporate Governance Code, best practice provision 2.2.1.
Dutch Corporate Governance Code, Principle 2.1. and best practice provision 2.1.4.

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the gender composition of the Management Board, the Supervisory Board, and senior management at theend of the past financial year,3 ande.

if one or more goals for the composition of the Management Board, the Supervisory Board, and seniorleadership are not achieved, an explanation of the reasons shall be included in the corporate governancestatement, along with an explanation as to which measures are being taken to attain the goals, and by when
this is likely to be achieved.

1.4

The Management Board is responsible for:a.

preparing an agenda and chairing meetings of the Management Board;b.

ensuring that the Management Board functions and makes decisions in a collective manner;c.

determining whether a proposed resolution should be brought to the Management Board for a vote;d.

ensuring that passed resolutions are in accordance with the strategy that should lead to the realization of theobjectives of the Company as referred to in clause 0 of these By-Laws;e.

supervising the implementation of passed resolutions and determining if further consultation with theManagement Board on their implementation is required; andf.

consulting on an ad hoc basis with members of the Management Board regarding their respective tasks.

1.5

The Management Board is also responsible for the following matters regarding the relationship between theManagement Board and the Supervisory Board:a.

designating Management Board members who consult on behalf of the Management Board with
Committees;b.

submitting a proposed agenda and preparing meetings of the Supervisory Board in consultation with the
Chair of the Supervisory Board and supported by the Company Secretary;c.

ensuring that the Supervisory Board is provided with all information necessary for the proper performance ofits duties;d.

overseeing and ensuring communications of the Management Board with the Supervisory Board;e.

consulting regularly with the Chair of the Supervisory Board and consulting other members of the Supervisory
Board if deemed necessary or advisable; andf.

considering requests of Management Board members to consult with particular members of the Supervisory
Board regarding an area of expertise.

1.6

Individual members of the Management Board may be charged with specific parts of the managerial tasks,
without prejudice to the collective responsibility of the Management Board as a whole. The Management
Board remains collectively responsible for decisions, even if they are prepared by individual members of theManagement Board. An individual member of the Management Board may only exercise such powers as are
explicitly attributed or delegated to him and he may never exercise powers beyond those exercisable by theManagement Board as a whole.

1.7

The division of tasks within the Management Board is determined (and amended, if necessary) by theManagement Board. Management Board members especially charged with particular managerial tasks areprimarily responsible for the risk control and monitoring of the managerial tasks concerned.

1.8

Each member of the Management Board must inform the other members of the Management Board in aclear and timely manner about the way in which he has used delegated powers and about major
developments in the area of his responsibilities.

2

Company Secretary

2.1

The Management Board is assisted by the Company Secretary. The Company Secretary shall be appointed
and dismissed by the Management Board, after the approval of the Supervisory Board has been obtained.434Dutch Corporate Governance Code, best practice provision 2.1.6.
Dutch Corporate Governance Code, best practice provision 2.3.10.

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2.2

The Management Board and the Supervisory Board shall be supported by the Company Secretary. The
Company Secretary:a.

shall ensure that the proper procedures are followed and that the statutory obligations and obligations underthe Articles of Association are complied with;b.

shall facilitate the provision of information to the Management Board and the Supervisory Board; andc.

shall support the Chair of the Supervisory Board in the organization of the affairs of the Supervisory Board,
including the provision of information, meeting agendas, evaluations and training programs.

2.3

When the Company Secretary undertakes work for the Management Board and the Supervisory Board andnotes that the interests of the Management Board and the Supervisory Board diverge, as a result of which it isunclear which interests the Company Secretary should represent, the Company Secretary shall report this to
the Chair of the Supervisory Board and the Chair of the Management Board.5

Chapter II - Duties and Powers
3

General Duties and Powers

3.1

The Management Board is charged with the management of the Company, which means, among otherthings, that it is responsible for the achieving of the Company's objectives, strategy and the associated risk
profile, the ensuing delivery of results and corporate social responsibility issues that are relevant to theCompany. The Management Board is accountable for these matters to the Supervisory Board and theGeneral Meeting of Shareholders. The responsibility for the management of the Company is vested
collectively in the Management Board.

3.2

The Management Board adopts values embodied in the Code of Conduct for the Company and its affiliatedenterprise that contribute to a culture focused on sustainable long-term value creation, and discusses thesewith the Supervisory Board. The Management Board takes into account the impact the actions of theCompany and its affiliated enterprise have on people and the environment and to that end weighs thestakeholder interests that are relevant in this context.6 The Management Board is responsible for theincorporation and maintenance of the values within the Company and its affiliated enterprise. The
Management Board shall encourage behavior that is in line with the values and propagate these values
through leading by example. Attention shall be paid to the following matters:a.

the strategy and the business model;b.

the environment in which the enterprise operates;c.

the existing culture within the enterprise, and whether it is desirable to implement any changes in this; andd.

the social safety within the enterprise and the ability to discuss and report actual or suspected misconduct
and irregularities.7

3.3

The Management Board is responsible for compliance with all relevant laws and regulations, for managing
the risks attached to the Company's activities and for financing the Company. The Management Board
reports on these issues and discusses the internal risk management and control systems with the Supervisory
Board and the relevant Committees.8 The Company has adequate internal risk management and control
systems in place. The Management Board is, together with the Supervisory Board, responsible for the
corporate governance structure of the Company and compliance with the Dutch Corporate Governance
Code.
a.

5
6
7
8

when discharging its duties, the Management Board shall act in accordance with the interests of theCompany and the business connected with it, taking into consideration the interests of the Company's
stakeholders. The Management Board shall draw up a Stakeholder Dialogue policy for effective dialogue with
the Company's stakeholders. The Company and the stakeholders shall be prepared to engage in this
dialogue. The Company should facilitate this dialogue unless, in the opinion of the Management Board, this is

Dutch Corporate Governance Code, best practice provision 2.3.10.
Dutch Corporate Governance Code, Principle 1.1.
Dutch Corporate Governance Code, best practice provision 2.5.1.
Dutch Corporate Governance Code, best practice 1.4.1.

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not in the interests of the Company and its affiliated enterprise. The Company publishes this policy on its
website.9
3.4

The Management Board is itself responsible for the quality of its performance.

3.5

The members of the Management Board shall externally express concurring views with respect to importantaffairs, matters of principle and matters of general interest, with due observance of the responsibilities of its
individual members.

3.6

The Management Board shall perform its activities under the supervision of the Supervisory Board.

3.7

The Management Board draws up a Code of Conduct, and on a continuous basis discusses its effectivenesswith the Supervisory Board. The Code of Conduct will be published on the Company's website.10

3.8

The Management Board conducts an annual review for its own corporate body to identify any aspects withregard to which the Management Board members require training or education.11

3.9

The Management Board and the Supervisory Board are each responsible for stimulating openness andaccountability within the corporate body of which they form part, and between the different corporate bodies
within the Company.12

3.10

The Management Board ensures that internal procedures are established and maintained which safeguardthat all relevant information is known to the Management Board and the Supervisory Board in a timely
fashion. The Supervisory Board supervises the establishment and implementation of these procedures.13

3.11

The Chair of the Supervisory Board acts on behalf of the Supervisory Board as the main contact for theManagement Board, Supervisory Board members and shareholders regarding the functioning ofManagement Board members. The vice-chair of the Supervisory Board acts as contact for individual
Supervisory Board members and Management Board members regarding the functioning of the Chair of theSupervisory Board.14

3.12

The Management Board is responsible for creating a culture aimed at sustainable long-term value creation
for the Company and its affiliated enterprise.15

3.13

The Management Board shall establish a procedure for reporting actual or suspected misconduct orirregularities within the Company and its affiliated enterprise, and shall take appropriate follow-up actions on
the basis of these reports. The procedure will be posted on the Company’s website. The Management Board
will ensure that employees have the opportunity to file such a report without jeopardizing their legal position.
The Supervisory Board will monitor the Management Board in this regard.16

3.14

The Management Board shall inform the Chair of the Supervisory Board without delay of any signs of actualor suspected material misconduct or irregularities within the Company and its affiliated enterprise. If theactual or suspected misconduct or irregularity pertains to the functioning of a Management Board
member, employees can report this directly to the Chair of the Supervisory Board.17

4

Strategy and Risks

4.1

The Management Board shall develop a view on sustainable long-term value creation by the Company and its
affiliated enterprise and formulate a strategy in line with this, which will include: (i) the operational andfinancial objectives of the Company and their impact on its future position in relevant markets; (ii) the strategy
designed to achieve the objectives, its implementation and feasibility; (iii) the opportunities and risks for thecompany; (iv) the business model applied by the Company and the market in which the Company and its
affiliated enterprise operate; (v) the impact of the Company and its affiliated enterprise in the field ofsustainability, including the effects on people and the environment; (vi) the interest of stakeholders; (vii)
paying a fair share of tax to the countries in which the Company operates; (viii) the impact of new technologies

9
10
11
12
13
14
15
16
17

Dutch Corporate Governance Code, best practice provision 1.1.5.
Dutch Corporate Governance Code, best practice provision 2.5.2.
Dutch Corporate Governance Code, best practice provision 2.4.6.
Dutch Corporate Governance Code, best practice provision 2.4.1.
Dutch Corporate Governance Code, best practice provision 2.4.7.
Dutch Corporate Governance Code, best practice provision 2.4.3.
Dutch Corporate Governance Code, Principle 2.5.
Dutch Corporate Governance Code, best practice provision 2.6.1.
Dutch Corporate Governance Code, best practice provision 2.6.2.

Page 5 | Adyen N.V. 2024

and changing business models. While formulating the Company’s strategy the Management Board shallengage early on the Supervisory Board and render account thereof to the Supervisory Board.18
4.2

The Company shall have adequate internal risk management and control systems in place. The Management
Board is responsible for identifying and managing the risks associated with the Company's strategy andactivities.19 The identification and analysis of the risk should cover (i) strategic, (ii) operational, (iii)compliance, and (iv) reporting risks. The Management Board is responsible for establishing the risk appetite,
and also the measures that are put in place in order to counter the risks being taken.20

4.3

Based on the risk assessment and considering the risk aspects of clause 4.2, the Management Board shalldesign, implement and maintain adequate internal risk management and control systems. To the extent
relevant, these systems shall be integrated into the work processes within the Company and its affiliatedenterprise, and shall be familiar to those whose work they are relevant to.21

4.4

The Management Board shall monitor the design and operation of the internal risk management and control
systems and shall carry out a systematic assessment of their design and operation at least once a year.22
Attention shall be paid to observed weaknesses, instances of misconduct and irregularities, indications from
whistleblowers, lessons learned and findings from the internal audit function and the External Auditor. Where
necessary, improvements shall be made to internal risk management and control systems.23

5

Financial Reporting; Annual Accounts and Management Report

5.1

The Management Board is responsible for the quality and completeness of publicly disclosed financial
reports. The preparation and publication of the Management Report, the Annual Accounts and ad hoc
financial information require careful internal procedures. The Management Board is responsible forestablishing and maintaining internal procedures that ensure that all major financial information is known to
the Management Board, so that the timeliness, completeness and accuracy of the external financial reportingare assured. For this purpose the Management Board shall ensure that financial information from businessdivisions and/or Subsidiaries is reported directly to itself and that the integrity of that information is notcompromised.

5.2

The Management Board shall release the Management Report and the Annual Accounts within four monthsof the end of the financial year.

5.3

In the Management Report, the Management Board provides an explanation of its view on sustainable longterm value creation and the strategy for its realization, as well as describing which contributions were made tosustainable long-term value creation in the past financial year. In addition, it describes the formulated
objectives, what effects the Company's products, services and activities have had on people and theenvironment, how the interests of stakeholders have been considered, what action has been taken in that
context and the extent to which the set objectives have been attained. The Management Board reports on
both the short-term and long-term developments.24 In the Management Report, the Management Board
explains how the Code of Conduct is applied in this respect, and provides explanatory notes on:25

5.4

18
19
20
21
22
23
24
25
26

a.

the culture within the enterprise, and whether it is desirable to implement any changes in this;b.

how the culture, the underlying values and conduct promoted within the enterprise contribute to sustainablelong-term value creation and, if it is considered desirable to amend these, which initiatives are taken to further
increase this contribution; andc.

the effectiveness of, and compliance with, the Code of Conduct.26
In the Management Report, the Management Board renders account of:Dutch Corporate Governance Code, best practice provisions 1.1.1. and 1.1.2.
Dutch Corporate Governance Code, Principle 1.2.
Dutch Corporate Governance Code, best practice provision 1.2.1.
Dutch Corporate Governance Code, best practice provision 1.2.2.
Dutch Corporate Governance Code, Principle 2.6.
Dutch Corporate Governance Code, best practice provision 1.2.3.
Dutch Corporate Governance Code, best practice provision 1.1.4.
Dutch Corporate Governance Code, best practice provision 2.5.4.
Dutch Corporate Governance Code, best practice provision 2.5.2.

Page 6 | Adyen N.V. 2024

a.

the execution of the risk assessment, with a description of the principal risks facing the Company in relation to
its risk appetite as referred to in clause 4.2 of these By-Laws.

b.

the design and operation of the internal risk management and control systems during the past financial year;27c.

any major failings in the internal risk management and control systems which have been observed in thefinancial year, any significant changes made to these systems and any major improvements planned, alongwith a confirmation that these issues have been discussed with the Audit and Risk Committee and theSupervisory Board;d.

the sensitivity of the results of the Company to material changes in external factors;28e.

the formulated objectives of the strategies in place;f.

the effects of the Company’s products on people and the environment;g.

how the interests of stakeholders have been considered;h.

what action has been taken in that context; andi.

the extent to which the set objectives have been attained.

5.5

The Management Board states in the Management Report, with clear substantiation, that:a.

the report provides sufficient insights into any failings in the effectiveness of the internal risk management
and control systems with regard to the risks as referred to in clause 4.2 of these By-Laws;b.

the aforementioned systems provide reasonable assurance that the financial reporting does not contain any
material inaccuracies;

c.

based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern
basis; andd.

the report states the material risks, as referred to in clause 4.2 of these By-Laws, and the uncertainties. to theextent that they are relevant to the expectation of the Company's continuity for the period of twelve months
after the preparation of the report.29

6

Relation with the External Auditor

6.1

The Management Board shall ensure that the External Auditor can properly perform his audit work and shallmaintain regular contact with the External Auditor.30 The Management Board shall ensure that the External
Auditor will receive all information that is necessary for the performance of his work in a timely fashion. The
Management Board shall give the External Auditor the opportunity to respond to the information that has
been provided.31

6.2

The External Auditor shall discuss the draft audit plan with the Management Board before presenting it to the
Audit and Risk Committee.32

6.3

The Supervisory Board shall be permitted to examine the most important points of discussion arising
between the External Auditor and the Management Board based on the draft management letter or the draft
audit report.33

6.4

The Management Board and the Audit and Risk Committee shall annually, and on an interim basis if
necessary, report to the Supervisory Board on its dealings with the External Auditor.

27
28
29
30
31
32
33

Dutch Corporate Governance Code, Principle 1.4.
Dutch Corporate Governance Code, best practice provision 1.4.2.
Dutch Corporate Governance Code, best practice provision 1.4.3.
Dutch Corporate Governance Code, Principle 1.7.
Dutch Corporate Governance Code, best practice provision 1.7.1.
Dutch Corporate Governance Code, best practice provision 1.7.2.
Dutch Corporate Governance Code, best practice provision 1.7.5.

Page 7 | Adyen N.V. 2024

7

Relation with the Supervisory Board

7.1

Each member of the Management Board can act as the first contact for the Chair of the Supervisory Boardand the other members of the Supervisory Board.

7.2

In relation to the provision of information and the exercise of duties and powers by the Supervisory Board andits members and Committees, the Management Board and its members shall act in accordance with theprovisions applying to the Management Board and its members under or pursuant to these By-Laws, the ByLaws of the Supervisory Board, the Terms of Reference of the Committees, the Articles of Association and theapplicable laws and regulations.

8

Relation with the Shareholders

8.1

The Management Board and the Supervisory Board shall provide the General Meeting of Shareholders timely
with all information required to exercise its powers.34

8.2

The Management Board and the Supervisory Board shall provide the General Meeting of Shareholders timely
with all requested information, unless this would be contrary to an overriding interest of the Company. If theManagement Board and the Supervisory Board invoke an overriding interest, it shall state the reasons.35

8.3

The agenda of the General Meeting of Shareholders shall state the issues that shall be discussed and theissues that shall be put to the vote. The following items shall be dealt with as separate agenda items:a.

material changes to the Articles of Association;b.

proposals relating to the appointment of Management Board and Supervisory Board members;c.

the policy of the Company on additions to reserves and on dividends (the level and purpose of the addition toreserves, the amount of the dividend and the type of dividend);d.

any proposal to pay out dividend;e.

resolutions to approve the management conducted by the Management Board (discharge of Management
Board members from liability);f.

resolutions to approve the supervision exercised by the Supervisory Board (discharge of Supervisory Board
members from liability);g.

any substantial change in the corporate governance structure of the Company and in the compliance with theDutch Corporate Governance Code;h.

the policy of the Company on reserves and on dividends (the level and purpose of the reserves, the amount of
the dividend and the type of dividend) and any changes to this policy; andi.

the appointment of the External Auditor.36

8.4

A proposal for approval or authorization by the General Meeting of Shareholders shall be explained in writing.
The Management Board shall in this explanation state all the facts and circumstances that are relevant for theapproval or authorization to be granted. The explanation to the agenda shall be posted on the Company's
website.37

8.5

The members of the Management Board shall be present at the General Meeting of Shareholders, unlessthey are unable to attend for important reasons.

8.6

The Management Board and the Supervisory Board shall ensure compliance with all applicable laws andregulations related to the rights of the General Meeting of Shareholders and the rights of individual
shareholders with respect thereto.

8.7

The Management Board shall ensure that the Company gives shareholders and other persons entitled to votethe possibility of issuing voting proxies or voting instructions to an independent third party prior to theGeneral Meeting of Shareholders.38

34
35
36
37
38

Dutch Corporate Governance Code, Principle 4.2.
Dutch Corporate Governance Code, best practice provision 4.2.1.
Dutch Corporate Governance Code, best practice provision 4.1.3.
Dutch Corporate Governance Code, best practice provision 4.1.4.
Dutch Corporate Governance Code, best practice provision 4.3.2.

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8.8

The Management Board shall ensure that the Company formulates an outline policy on bilateral contacts withshareholders and it shall post this policy on its website. Shareholders and the Company shall be prepared toenter into a dialogue, where appropriate and at their own discretion. The Company is expected to facilitate thedialogue unless, in the opinion of the Management Board, this is not in the interests of the Company and its
affiliated enterprise. Shareholders are expected to be prepared to enter into a constructive dialogue with theCompany. If a shareholder enters into a dialogue with the Company outside the context of a general meeting,the shareholder shall disclose his full share position (long and short and through derivatives) at the request of
the Company.39

8.9

If one or more shareholders have the intention of requesting that an item be put on the agenda which maylead to a change of strategy of the Company, such as the dismissal of one or more members of theSupervisory Board, the Management Board shall respond to such request within a reasonable period of time(the response time).40 If the Management Board stipulates a response time, this shall be a reasonable periodthat does not exceed 180 days from the moment the Management Board is informed by one or moreshareholders of their intention to put an item on the agenda to the day of the General Meeting of
Shareholders at which the item is to be dealt with. The Management Board shall use the response time forfurther deliberation and constructive consultation, in any event with the relevant shareholder(s), and shall
explore the alternatives. At the end of the response time, the Management Board shall report on thisconsultation and the exploration to the General Meeting of Shareholders. This shall be monitored by theSupervisory Board. The response time may be stipulated only once for any given General Meeting of
Shareholders and shall not apply to an item in respect of which the response time or a statutory reflection
period as referred to in article 2:114b of the Dutch Civil Code has already been stipulated, or to meetings
where a shareholder holds at least three-quarters of the issued capital as a consequence of a successful
public bid.41

8.10

In the event of a takeover bid for the Company's shares or for the depositary receipts for the Company's
shares, if it concerns a private bid for a business unit or a participating interest, where the value of the bid
exceeds the threshold referred to in section 2:107a(1)(c) of the Dutch Civil Code, and/or involves of othersubstantial changes in the structure of the Company, both the Management Board and the Supervisory Board
ensure that the stakeholder interests concerned are carefully weighed and any conflict of interest forSupervisory Board members or Management Board members is avoided. The Management Board and theSupervisory Board shall be guided in their actions by the interests of the Company and its affiliatedenterprise.42 When a takeover bid for the Company's shares or for the depositary receipts for the Company's
shares is being prepared, in the event of a private bid for a business unit or a participating interest, where thevalue of the bid exceeds the threshold referred to in section 2:107a(1)(c) of the Dutch Civil Code, and/or in theevent of other substantial changes in the structure of the Company, the Management Board shall ensure that
the Supervisory Board is involved in the takeover process and/or the change in the structure closely and in atimely fashion.43

8.11

If a takeover bid has been announced for the shares, or depositary receipts for shares, in the Company, andthe Management Board receives a request from a competing bidder to inspect the Company's records, theManagement Board shall discuss this request with the Supervisory Board without delay.44

8.12

If a serious private bid is made for a business unit or a participating interest and the value of the bid exceeds
the threshold referred to in section 2:107a paragraph 1(c) of the Dutch Civil Code, and the bid is made public,
the Management Board shall, at its earliest convenience, make public its position on the bid and the reasonsfor this position.45

9Relation with Analysts, the Financial Press and Institutional andOther Investors

9.1

Analyst meetings, analyst presentations, presentations to institutional or other investors and press
conferences shall be announced in advance on the Company's website and by means of press releases.

39
40
41
42
43
44
45

Dutch Corporate Governance Code, best practice provision 4.2.2.
Dutch Corporate Governance Code, best practice provisions 4.1.5. and 4.1.6.
Dutch Corporate Governance Code, best practice provision 4.1.7.
Dutch Corporate Governance Code, Principle 2.8.
Dutch Corporate Governance Code, best practice provision 2.8.1.
Dutch Corporate Governance Code, best practice provision 2.8.2.
Dutch Corporate Governance Code, best practice provision 2.8.3.

Page 9 | Adyen N.V. 2024

Analysts' meetings and periodical presentations to all investors shall not take place shortly before thepublication of the regular financial information. All shareholders shall be able to follow these meetings andpresentations in real time, by means of webcasting, telephone or otherwise. After the meetings, thepresentations shall be posted on the Company's website.46
9.2

The contacts between the Management Board on the one hand and the press and financial analysts on theother shall be handled and structured carefully and with due observance of the applicable laws andregulations. The Company shall not do anything that might compromise the independence of analysts inrelation to the Company and vice versa.47

9.3

The Management Board shall outline all existing or potential anti-takeover measures, if applicable, in theManagement Report and shall also indicate in what circumstances and by whom these measures may likely
be used.48

10

Website of the Company

10.1

The Company shall post and update information which is relevant to the shareholders and which it is required
to publish or submit pursuant to the provisions of company law and securities law applicable to it in a
separate section of the Company's website.49

Chapter III - Meetings of the Management Board; Decision-making
11

Meetings of the Management Board

11.1

The Management Board shall meet in principle every month or more often as deemed desirable or required
for a proper functioning of the Management Board by any one or more Management Board members.
Meetings of the Management Board shall be called by each Management Board member.

11.2

Management Board meetings are chaired by one of the members of the Management Board.

11.3

A Management Board member may be represented at meetings by another Management Board member
holding a proxy in writing, such proxy may only relate to the designated meeting specified therein. The
existence of such proxy must be proved satisfactorily to the member chairing the Management Board
meeting or, in his absence, Management Board members present at the meeting.

11.4

The Company Secretary or any other person designated for such purpose by the chair of the meeting shalldraw up minutes of the meeting. The minutes should provide insight into the decision-making process at themeeting. The minutes shall be adopted by the Management Board (i) at the next meeting or (ii) prior to thenext meeting by having them signed for adoption by the member chairing the Management Board meetingor, in his absence, two Management Board members present at the meeting.

11.5

Meetings of the Management Board may be held by telephone, video conference or by any other means ofcommunication, provided all participants can communicate with each other simultaneously.

12

Decision-making within the Management Board

12.1

Each Management Board member has the right to cast one vote in the meeting of the Management Board.

12.2

The Management Board members shall endeavor to achieve that resolutions are as much as possible
adopted unanimously.

12.3

Where unanimity cannot be reached and the law, the Articles of Association or these By-Laws do notprescribe a larger majority, all resolutions of the Management Board are adopted by an absolute majority ofthe votes validly cast. If there is a tie of votes the Chair of the Management Board shall decide.

12.4

In general, resolutions of the Management Board are adopted at a Management Board meeting.

46
47
48
49

Dutch Corporate Governance Code, best practice provision 4.2.3.
Dutch Corporate Governance Code, best practice provision 4.2.5.
Dutch Corporate Governance Code, best practice provision 4.2.6.
Dutch Corporate Governance Code, best practice provision 4.2.4.

Page 10 | Adyen N.V. 2024

12.5

The Management Board shall not pass resolutions relating to the area of expertise of a particularManagement Board member in the absence of that Management Board member

12.5.1

Resolutions of the Management Board can be adopted without holding a meeting, provided that all membersof the Management Board without a conflict of interest have been given the opportunity to express theiropinion on the proposed resolution, the majority of them have expressed themselves in favor of the relevant
proposal in writing and none of them have objected, on reasonable grounds, to this manner of decisionmaking process. Adoption of resolutions in writing shall be effected by statements in writing from all theManagement Board members. A statement from a Management Board member who wishes to abstain fromvoting on a particular resolution which is adopted in writing must reflect the fact that he does not object to thisform of adoption.

12.6

The Management Board may deviate from the provisions of clauses 12.3, 12.4 and 12.5 if this is deemednecessary by the Chair of the Management Board, considering the urgent nature and other circumstances of
the case, provided that all Management Board members are allowed the opportunity to participate in thedecision-making process. The Chair of the Management Board and the Company Secretary shall thenprepare a report on any resolution so adopted, which shall be added to the documents for the next meeting of
the Management Board and be sent to the Chair of the Supervisory Board.

12.7

A resolution adopted by the Management Board may be evidenced outside the Company through astatement from one of the members of the Management Board and/or the Company Secretary.

Chapter IV – Other Provisions
13

Conflicts of Interests of Management Board members

13.1

Any form of conflict of interest between the Company and the members of its Management Board orSupervisory Board shall be prevented. To avoid conflicts of interest, adequate measures shall be taken. The
Supervisory Board is responsible for the decision-making on dealing with conflicts of interest regarding
Management Board members, Supervisory Board members and majority shareholders in relation to theCompany. 50

13.2

A conflict of interest may exist if the Company intends to enter into a transaction with a legal entity:a.

in which a member of the Management Board or the Supervisory Board personally has a material financial
interest; orb.

which has a member of the Management Board or the Supervisory Board who is related under family law to amember of the Management Board or the Supervisory Board of the Company.
A Management Board member shall report any potential conflict of interest in a transaction that is of material
significance to the Company and/or to such Management Board member to the Chair of the Supervisory
Board and to the other members of the Management Board without delay. The Management Board member
shall provide all relevant information on this subject, including information relevant to the situation regarding
his spouse, registered partner or life companion, foster child or relative by blood or marriage up to the second
degree. The Supervisory Board shall decide, outside the presence of the Management Board member orSupervisory Board member concerned, whether there is a conflict of interest.51

13.3

50
51

Management Board members and Supervisory Board members are alert to conflicts of interest and shall inany case refrain from the following:a.

competing with the Company;b.

demanding or accepting substantial gifts from the Company for themselves or their spouse, registeredpartner or other life companion, foster child or relative by blood or marriage up to the second degree;c.

providing unjustified advantages to third parties at the Company's expense;

Dutch Corporate Governance Code, Principle 2.7.
Dutch Corporate Governance Code, best practice provision 2.7.3.

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d.

taking advantage of business opportunities to which the Company is entitled for themselves or for theirspouse, registered partner or other life companion, foster child or relative by blood or marriage up to thesecond degree.52

13.4

A Management Board member shall not take part in any discussion and decision-making that involves a
subject or transaction in relation to which he has a conflict of interest with the Company. If, as a result, noManagement Board resolution can be adopted, the resolution will be adopted by the Supervisory Board.

13.5

All transactions in which there are conflicts of interest with Management Board members or Supervisory
Board members shall be agreed on terms that are customary in the market. Decisions to enter intotransactions in which there are conflicts of interest with Management Board members or Supervisory Board
members that are of material significance to the Company and/or to the relevant Management Board
members or Supervisory Board members shall require the approval of the Supervisory Board. Suchtransactions shall be published in the Management Report, together with a statement of the conflict ofinterest and a declaration that best practice provisions 2.7.3 and 2.7.4 of the Dutch Corporate Governance
Code have been complied with.53

13.6

All transactions between the Company and legal or natural persons who hold at least ten percent of theshares in the Company shall be agreed on terms that are customary in the market. Decisions to enter intotransactions with such persons that are of material significance to the Company and/or to such persons shallrequire the approval of the Supervisory Board. Such transactions shall be published in the Management
Report, together with a declaration that best practice provision 2.7.5 of the Dutch Corporate Governance
Code has been complied with.54

14

Remuneration of Management Board members

14.1

The Nomination and Remuneration Committee shall submit a proposal of the remuneration policy andindividual remuneration applicable to the members of the Management Board to the Supervisory Board inaccordance with the Terms of Reference of the Nomination and Remuneration Committee.55

14.2

The Company shall not grant its Management Board members and Supervisory Board members any personalloans, guarantees or the like unless in the normal course of business and on terms applicable to the personnel
as a whole, and after approval of the Supervisory Board. Loans shall not be forgiven.56

14.3

The individual Management Board members shall provide the Nomination and Remuneration Committeewith their views with regard to the amount and structure of their own remuneration.57

15

Outside positions

15.1

The acceptance by a Management Board member of the membership of the management board or
supervisory board of any other company requires the prior approval of the Supervisory Board. Other
important positions held by a Management Board member must be notified to the Supervisory Board.58

16

Internal Audit Function

16.1

The task of the Internal Audit Function is to assess the design and operation of the internal risk management
and control systems. The Management Board is responsible for the Internal Audit Function. The Supervisory
Board oversees the Internal Audit Function and maintains regular contact with the Head of Internal Audit.59

16.2

The Management Board both appoints and dismisses the Head of Internal Audit. Both the appointment andthe dismissal of the Head of Internal Audit shall be submitted to the Supervisory Board for approval, alongwith the recommendation of the Audit and Risk Committee.60

52
53
54
55
56
57
58
59
60

Dutch Corporate Governance Code, best practice provision 2.7.1.
Dutch Corporate Governance Code, best practice provision 2.7.4.
Dutch Corporate Governance Code, best practice provision 2.7.5.
Dutch Corporate Governance Code, best practice provision 3.2.1.
Dutch Corporate Governance Code, best practice provision 2.7.6.
Dutch Corporate Governance Code, best practice provision 3.2.2.
Dutch Corporate Governance Code, best practice provision 2.4.2.
Dutch Corporate Governance Code, Principle 1.3.
Dutch Corporate Governance Code, best practice provision 1.3.1.

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16.3

The Management Board assesses annually the way in which the Internal Audit Function fulfils its
responsibility, taking into account the Audit and Risk Committee's opinion.61

16.4

The Internal Audit Function draws up an Internal Audit Plan, after consulting with the Management Board, theAudit and Risk Committee and the External Auditor in this process. The Internal Audit Plan shall be submitted
to the Management Board, and then to the Supervisory Board, for approval. In the Internal Audit Plan,
attention shall be paid to interaction with the External Auditor.62

16.5

The Internal Audit Function shall report the audit results to the Management Board and the Audit and Risk
Committee, and inform the external auditor. The findings of the Internal Audit Function shall include at least:a.

any flaws in the effectiveness of the internal risk management and control systems;b.

any findings and observations with a material impact on the risk profile of the Company and its affiliatedenterprise andc.

any failings in the follow-up of recommendations made by the internal audit function.63d.

the Internal Audit Function shall report hierarchically to the CEO.

16.6

An independent third party shall assess the performance of the internal audit function every five years.

17

Confidentiality

17.1

No Management Board member shall, during his membership of the Management Board or afterwards,
disclose in any way whatsoever to anyone whomsoever any information of a confidential nature regarding thebusiness of the Company and/or companies in which it holds a stake, that came to his knowledge in thecapacity of his work for the Company and which he knows or should know to be of a confidential nature,unless required by law. A Management Board member is allowed to disclose the above information to
Management Board members and Supervisory Board members as well as to staff members of the Company
and of companies in which the Company holds a stake, who, in view of their activities for the Company and/or
companies in which the Company holds a stake, should be informed of the information concerned. A
Management Board member shall not in any way whatsoever utilize the information referred to above for his
personal benefit.

18

Miscellaneous

18.1

Acceptance by Management Board members
Anyone who is appointed as a Management Board member must, upon assuming office, declare in writing to
the Company that he accepts and agrees to the contents of these By-Laws and pledge to the Company that
he will comply with the provisions of these By-Laws.

18.2

Occasional non-compliance
The Management Board may occasionally decide not to comply with these By-Laws, with due observance of
applicable laws and regulations.

18.3

Amendment
These By-Laws may be amended by the Management Board at any time and without any notification being
made.

18.4

Interpretation
In the event of lack of clarity or difference of opinion on the interpretation of any provision of these By-Laws,
the opinion of the Chair of the Management Board shall be decisive.

18.5

61
62
63

Governing law and jurisdiction

Dutch Corporate Governance Code, best practice provision 1.3.2.
Dutch Corporate Governance Code, best practice provision 1.3.3.
Dutch Corporate Governance Code, best practice provision 1.3.5.

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These By-Laws are governed by the laws of the Netherlands. The courts of the Netherlands have exclusive
jurisdiction to settle any dispute arising from or in connection with these By-Laws (including any dispute
regarding the existence, validity or termination of these By-Laws).
18.6

Complementarity to Dutch law and Articles of Association
These By-Laws are complementary to the provisions governing the Management Board as contained in
Dutch law, other applicable Dutch or EU regulations and the Articles of Association. Where these By-Laws areinconsistent with Dutch law, other applicable Dutch or EU regulations or the Articles of Association, the lattershall prevail. Where these By-Laws are consistent with the Articles of Association but inconsistent with Dutch
law or other applicable Dutch or EU regulations, the latter shall prevail.

18.7

Partial invalidity
If one or more provisions of these By-Laws are or become invalid, this shall not affect the validity of theremaining provisions. The Management Board, subject to prior approval of the Supervisory Board, may
replace the invalid provisions by provisions which are valid and the effect of which, given the contents andpurpose of these By-Laws is, to the greatest extent possible, similar to that of the invalid provisions.

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Annex 1 – List of definitions
1.

In these By-Laws the following terms have the following meanings:"Annual Accounts" means the annual accounts of the Company as referred to in section 2:101 of the Dutch
Civil Code.
"Articles of Association" means the articles of association (statuten) of the Company;"Audit and Risk Committee" means the Committee designated as such in the By-Laws of the Supervisory
Board.
"By-Laws" means the By-Laws of the Management Board or the By-Laws of the Supervisory Board, dependingon the context, including the annexes belonging thereto.
''Chair of the Management Board'' means the chair of the Management Board.
"Chair of the Supervisory Board" means the chair of the Supervisory Board.
"Code of Conduct" means the code of conduct of the Company as adopted in accordance with clause 3.9 of
the By-Laws of the Management Board, and communicated within the organization as the 'Adyen Formula'.
"Committee" means each committee of the Supervisory Board as referred to in the By- Laws of the Supervisory
Board or each committee of the Management Board as referred to in article 20.11 of the Articles of Association.
"Company" means Adyen N.V., and, where appropriate, the Subsidiaries and possible other group companiesof the Company, whose financial information is incorporated in the consolidated annual accounts of theCompany.
''Company Secretary'' means the meaning given in clauses 0 and 0 of these By-Laws.
"Dutch Corporate Governance Code" means the Dutch corporate governance code as adopted by the
Corporate Governance Code Monitoring Committee on 20 December 2022, and as amended from time to time.
''DE&I Policy'' means the policy as referred to in clause 2.1(v) of the Terms of Reference of the Nomination andRemuneration Committee.
"External Auditor" means the accounting and auditing firm that, in accordance with section 2:393 of the Dutch
Civil Code, is charged with the audit of the annual accounts of the Company.
"General Meeting of Shareholders" means the general meeting of shareholders (algemene vergadering van
aandeelhouders) of the Company.
"Head of Internal Audit" means the senior internal auditor appointed in accordance with clause 16.2 of these
By-Laws.
"In writing" means by letter, by telecopier, by e-mail, or by message which is transmitted via any other current
means of communication and which can be received in written form.
"Internal Audit Function" means the internal audit function of the Company.
''Internal Audit Plan'' means the internal audit plan of the Company as determined by the Management Boardin accordance with clause 16.4 of these By-Laws.
"Management Board" means the management board (bestuur) of the Company.
"Management Report" means the management report of the Company drawn up by the Management Board,
as referred to in section 2:101 of the Dutch Civil Code.
"Stakeholder Dialogue Policy” means the policy as referred to in clause 3.4 of these Management Board Bylaws.
“Subsidiary" has the meaning attributed to it in section 2:24a of the Dutch Civil Code.
"Supervisory Board" means the supervisory board (raad van commissarissen) of the Company.

2.

Save where the context dictates otherwise, in these By-Laws:a.

words and expressions expressed in the singular form also include the plural form, and vice versa;b.

words and expressions expressed in the masculine form include all forms and genders; andPage 15 | Adyen N.V. 2024

c.
3.

a reference to a statutory provision counts as a reference to this statutory provision including all amendments,
additions and replacing legislation that may apply from time to time.

Headings of clauses and other headings in these By-Laws are inserted for ease of reference and do not form partof the By-Laws concerned for the purpose of interpretation.

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