Report
Expert Corporate Governance Service (ECGS)
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Adyen - AGM 21 May 2019

In general, Adyen is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 4, discharge of the supervisory board is sought. Although ECGS has not identified any governance concerns that would lead it not to support the discharge, the level of transparency of the Company's remuneration report is below all standards. Since there is no vote on the remuneration policy and/or report at this AGM, the discharge of the supervisory board is the most appropriate agenda item to express the above concerns. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 8, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company's statutory auditor. Even though ECGS has no concerns over the level of non-audit fees, it does not approve of the current term in office of the statutory auditor. ECGS therefore recommends to vote OPPOSE.

Following an IPO, Adyen became a stock-listed company as of June 14, 2018.

Underlying
Adyen

Adyen NV, formerly Adyen BV, is provider of mobile, online and point-of-sale (POS) payment solutions based in the Netherlands. It operates an online platform enabling merchants to accept payments internationally and from all sales channels, such as online shops, mobile payments from applications and Websites, and POS, such as countertops, mobile terminals, tablets and cash registers, among others. The platform covers the entire payment chain, including technical, contractual, reconciliation and settlement processes. The platform is available in the form of ready-to-use payment pages (HPP), application programming interface (API), and client-side encryption solution (EE). The Company's customers include Mango, KLM, Netflix, Superdry, Uber, Groupon and Crocs, among others. It has offices in the Netherlands, the United Kingdom, France, Germany, Belgium, Brazil, China, Australia, Mexico, Singapore, Spain, Sweden and the United States.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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