ITF - Adyen 5/27/18, 12)40 PM

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Adyen

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA
OR JAPAN OR ANY OTHER JURISDICTION IN VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

Adyen announces
intention to launch an
Offering and listing of its
shares on Euronext
Amsterdam
May 24, 2018

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Amsterdam, the Netherlands – Adyen B.V. (or the “Company”) today

announces its intention to proceed with an Offering (the “Offering”)
and the listing of its shares on Euronext Amsterdam (the “Listing”).
Adyen is an integrated global payments platform, which since its
inception in 2006 has become a global leader in facilitating payments
for large merchants across channels and geographies. The Offering is
expected to consist of a sale of existing shares held by certain selling
shareholders1 (the “Selling Shareholders”) on a pro rata basis.

Adyen Highlights
Adyen is a technology company offering a single integrated platform that
facilitates frictionless payments for merchants across channels and
geographies.
The Company’s unique end-to-end solution is redefining the global
electronic payments market.
The Company’s approach to connecting directly with card schemes
capturing payments data across channels has enabled it to develop
differentiated solutions for merchants, supporting an increase in
payments conversion and a reduction in fraudulent transactions, while
also yielding superior shopper insights.
Adyen primarily targets large global companies as well as an increasing
number of domestic/mid-market merchants and has become the trusted
partner of many of the world's most recognizable brands.
Adyen is uniquely positioned to benefit from secular market trends and
has identified multiple avenues for growth, both from its existing industry-
leading enterprise merchants as well as new enterprise and mid-market
clients.
The Company has an experienced founder-led management team and
fosters a unique entrepreneurial culture.
For the year ended 31 December 2017, Adyen generated Net Revenue of
€218 million, representing 38% growth compared to 2016, and Adjusted
EBITDA2 of €99 million, representing an Adjusted EBITDA margin3 of

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45.5%.
Processed volumes4 increased to €108 billion in 2017 compared to €66
billion in 2016, representing year-on-year growth of 63%.

Offering Highlights
The intended Offering will consist of a private placement of existing
shares held by the Selling Shareholders to institutional investors in
various jurisdictions, including the Netherlands.
The Selling Shareholders intend to sell approximately 15% of the
Company’s shares in the IPO.
Application expected to be made for a Listing of the Company's shares on
Euronext Amsterdam
The Company and the Selling Shareholders expect to enter into
customary lock-up arrangements with the underwriters in connection
with the Offering and Listing.
The Company has appointed Morgan Stanley & Co. International plc and
J.P. Morgan Securities plc as Joint Global Coordinators and Joint
Bookrunners for the Offering. ABN AMRO Bank N.V., BofA Merrill Lynch
and Citigroup Global Markets Limited are acting as Joint Bookrunners.

Pieter van der Does, Co-founder,

President & CEO said:
“We feel that we are still in the early stages of a remarkable journey. Our focus
remains on building new functionality and on helping our merchants grow.
This offering provides us with the freedom to keep building the company,
while offering our shareholders a path to liquidity. Adyen will remain a
company that is driven by a long-term vision and strategy”.

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Adyen Business Description

Adyen offers an efficient single platform that enables the acceptance and
processing of cards and local payments globally across its merchants'
online, mobile and point-of-sale ("POS") channels.
The Company’s global platform has integrated and simplified the
payments value chain, enabling it to partner with large merchants to
rapidly scale their businesses both locally and globally, without the
inefficiencies of traditional payment platforms.
Adyen’s data-centric platform increases conversion rates while reducing
the risk of fraudulent transactions, reducing settlement times, and
providing comprehensive data insights to merchants that are crucial for
managing their interactions with shoppers.
The Company’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 multiple legacy providers that merchants previously had
to rely on for payments processing.
Adyen primarily targets large, global enterprise merchants as well as,
increasingly, domestic and mid-market merchants, which the Company
views as the next adjacent segment to enterprise merchants. In 2017,
Adyen processed transactions for several thousand merchants around
the world and across industries, including retail, travel, digital services,
hospitality and marketplaces. The Company’s customer base includes
Uber, Netflix, Facebook, Spotify, Etsy, Vodafone, Sephora, Tory Burch,
L’Oréal and booking.com.
As of 31 December 2017, the Company had 668 employees globally, with
its headquarters in Amsterdam, the Netherlands, 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, enabling the
Company to offer payment processing services with direct settlement of

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funds to merchants from an Adyen account instead of having to rely on

external banking partners, the aim of which is to provide enhanced
performance and reliability.

Investment Highlights

Strengths

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 has led to
an inferior shopper experience, including both explained and unexplained
declined authorizations resulting in low conversion rates and a high number
of fraudulent transactions leading to considerable administrative costs for
merchants. In this context, the Adyen team sets out to fundamentally change
the payments industry by building a single, fully-integrated global platform,
aimed at providing a high-quality level of service to merchants. The
Company’s state-of-the-art platform has been built in-house and is designed
to replace several blocks of the traditional payments value chain (gateway,
risk management, processing and acquiring) through a single, integrated
platform, thereby providing the Company with better intelligence into the
payments flow and allowing it to provide high-quality service levels and
transparency to merchants.

A large global market opportunity

Adyen is tapping into the vast global payments market. For 2017, Nilson
estimated global card purchases to be $23 trillion5. This fast-growing market
is fueled by the long-term shift from cash to non-cash payment methods and
the increase of e-commerce globally.

Delivering significant benefits for merchants

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Adyen's proprietary payments platform enables the Company to deliver high-

quality service levels to its merchants resulting in a number of key benefits:
A global platform with local depth able to offer merchants access to a
large number of global card schemes (e.g. Visa, Mastercard) and local
payment methods (e.g. Alipay in Asia) tailored for shopper payment
preference in each market.
Unified commerce6 across all channels (online, mobile and POS) allowing
merchants to rapidly expand in existing markets and enter new markets,
while retaining a centralized payments platform and holistic view of their
shoppers and offering them a personalized, improved shopping
experience, regardless of what channel they choose to shop through.
Data-centric solutions to increase revenue while reducing risk and
bolstering fraud protection.
Membership to ongoing innovation, with Adyen continuously improving
its products for all merchants and innovating at a fast pace.

Trusted partner of many of the world's most recognizable

companies
Adyen has consistently sought to provide its merchants with best-in-class
service globally and transparent pricing, and as a result, has been able to
assemble a strong merchant base consisting of several thousand merchants.
The Company’s merchant portfolio comprises many of the world’s leading
companies and brands including Uber, Netflix, Facebook, Spotify, Etsy,
Vodafone, Sephora, Tory Burch, L’Oréal, and booking.com.

An experienced founder-led management team fostering an

entrepreneurial culture
Since the Company’s inception in 2006, Adyen’s management team has
focused on fostering an entrepreneurial culture, at the heart of which rests a
commitment to superior service for merchants and to creating benefits for all
stakeholders, as represented by the "Adyen Formula". The principles
embodied in the Adyen Formula include working in teams to build solutions

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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 and drive sustainable growth for the Company's merchants.

A business that is difficult to replicate

Adyen’s business is difficult to replicate as a result of numerous
characteristics, including its single, globally integrated platform enabling a
seamless and high-quality transaction experience, the Company’s tech DNA
and payments expertise, the strong relationships it fosters with some of the
world's largest and most globally connected merchants, the Company’s
global presence that is reinforced by local expertise, partnerships with key
constituencies and a suite of licenses and regulatory know-how, Adyen’s
powerful culture attracting some of the best people in the payments industry,
and its pricing transparency.

Strategy
Adyen aims to be at the forefront when it comes to developing new
functionality as business models evolve and 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:

Continued focus on enterprise merchants: Adyen sees significant

potential for upside through deepening relationships with its existing
merchant base, acquiring new enterprise merchants across different
verticals and geographies, and by capitalizing on these merchants’
changing business models.
Increasing Adyen’s unified commerce footprint, enabling merchants to
offer a uniform experience across channels and through increased focus
on it's point-of-sale offering which it believes will continue to grow in the
coming years.
Additional focus on mid-market merchants, seen as an adjacent segment
to enterprise merchants, and where Adyen believes it is well-positioned to
grow.

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Key Financials

For the quarter

ending 31- For the year ending
March 31-December

Q1 Q1 2017 2016 2015 CAGR7

2018 2017

Processed Volumes 33.2 23.4 108.3 66.3 32.2 83.4%

(€ billions)

Number of 1.2 0.8 3.7 2.3 0.9 102.8%

transactions
(billions)

Net Revenue (€ 74.4 44.5 218.3 158.0 98.5 48.9%

millions)

Adjusted EBITDA8 34.1 19.6 99.4 67.1 43.1 51.9%

(€ millions)

Adjusted EBITDA 45.8% 44.0% 45.5% 42.5% 43.8% n.m.

Margin (%)9

Net income (€ 24.1 14.1 71.3 51.4 33.6 45.7%

millions)

Free Cash Flow10 32.0 18.5 88.4 54.6 36.2 56.3%

(€ millions)

Financial Objectives11

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

Net revenue growth: Adyen aims to continue the growth of net revenues
and achieve a CAGR (compound annual growth rate) between mid-
twenties and low thirties in the medium term by executing its sales
strategy. For 2018, the Company expects net revenue to grow at least
40%.
EBITDA margin: Adyen aims to improve its annual EBITDA margin, and
expects such margin to benefit from its operational leverage and increase
to levels above 55% in the long term.
Capital expenditure: Adyen aims to maintain a sustainable capital
expenditure level of up to 5% of its net revenue.

Dividend Policy
Adyen intends to retain any profits to expand the growth and development of
the Company’s business and, therefore, does not anticipate paying dividends
to its shareholders in the foreseeable future.

Offering Details
The Offering will consist of solely of a private placement to institutional
investors in various jurisdictions outside the United States, including the
Netherlands, and, in the United States, only to qualified institutional buyers in
reliance on Rule 144A or pursuant to another exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
The Offering will consist of a sale of existing shares held by current
shareholders. The Selling Shareholders intend to sell approximately 15% of
the Company’s shares in the Offering.

The Company and the Selling Shareholders expect to enter into customary
lock-up arrangements with the underwriters.

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The Company has appointed Morgan Stanley & Co. International plc and J.P.
Morgan Securities plc as Joint Global Coordinators and Joint Bookrunners
for the Offering. ABN AMRO Bank N.V., BofA Merrill Lynch and Citigroup
Global Markets Limited have been appointed as Joint Bookrunners.

If and when the expected IPO is launched, full information about the Offering
and Listing will be included in the prospectus relating to the IPO and Listing.
If and when the Offering is launched, the prospectus will be published after it
has been approved by the Netherlands Authority for the Financial Markets
(AFM). This approval process is ongoing. Once approved by the AFM, the
prospectus will be published and made available at the start of the offer
period, subject to securities law restrictions in certain jurisdictions. The
approval of the prospectus by the AFM shall not constitute an approval of the
soundness of the transaction proposed to investors.

Further details of the intended Offering and Listing will be announced in due
course.

Contact details
General inquiries: ir@adyen.com
Media: press@adyen.com

IMPORTANT LEGAL INFORMATION

These materials are for information purposes only and are not intended to
constitute, and should not be construed as, an offer to sell or subscribe for, or
the announcement of a forthcoming offer to sell or subscribe for, or a
solicitation of any offer to buy or subscribe for, or the announcement of a
forthcoming solicitation of any offer to buy or subscribe for, ordinary shares
in the share capital of the Company (the "Shares") in the United States of
America (the "United States") or in any other jurisdiction. No offer to sell or
subscribe for Shares, or announcement of a forthcoming offer to sell or
subscribe for Shares, or solicitation of any offer to buy or subscribe for

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Shares, or announcement of a forthcoming solicitation of any offer to buy or

subscribe for, Shares will be made in the United States or in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of such
jurisdiction, and the distribution of this communication in jurisdictions may
be similarly restricted. Persons into whose possession this communication
comes should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of the
security laws of any such jurisdiction.

The Shares have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act") and may only be
offered, sold, transferred or otherwise disposed of, directly or indirectly, in the
United States of America (as defined in Regulation S under the U.S.
Securities Act) if registered under the U.S. Securities Act or an exemption
from such registration is available. The Company does not intend to register
any portion of the contemplated offering of Shares in the United States or to
conduct a public offering of Shares in the United States.

The Company has not authorized any offer to the public of Shares in any
Member State of the European Economic Area. With respect to any Member
State of the European Economic Area which has implemented the
Prospectus Directive (each a "Relevant Member State"), no action has
been undertaken or will be undertaken to make an offer to the public of
Shares, except that an offer to the public in that Relevant Member State of
Shares may be made at any time under the following exemptions under the
Prospectus Directive (as defined below), if they are implemented in that
Relevant Member State: to any legal entity which is a "qualified investor" as
defined in the Prospectus Directive; or in any other circumstances falling
within Article 3(2) of the Prospectus Directive (as defined below).

For the purpose of this paragraph, the expression "offer of securities to the
public" means the communication in any form and by any means of sufficient
information on the terms of the offer and the Shares to be offered so as to
enable the investor to decide to exercise, purchase or subscribe for the
Shares, as the same may be varied in that Member State by any measure

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implementing the Prospectus Directive in that Member State and the

expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State), and includes any
relevant implementing measure in each Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Any such investor will also be deemed to have represented and agreed that
any Shares acquired by it in the contemplated offering of Shares have not
been acquired on behalf of persons other than such investor. This
announcement is not an advertisement within the meaning of the Prospectus
Directive and does not constitute a prospectus. The offer to acquire Shares
pursuant to the proposed offering will be made, and any investor should
make his investment decision, solely on the basis of information that will be
contained in the prospectus to be made available in connection with such
offering. When made available, copies of the prospectus may be obtained at
no cost from the Company and through the website of the Company.

In the United Kingdom, this document and any other materials in relation to
the Shares is only being distributed to, and is only directed at, and any
investment or investment activity to which this document relates is available
only to, and will be engaged in only with, persons who are "qualified
investors" (as defined in section 86(7) of the Financial Services and Markets
Act 2000) and who are (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in 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 together being referred to as "relevant persons"). Persons who are
not relevant persons should not take any action on the basis of this document
and should not act or rely on it. No action has been taken by the Company
that would permit an offer of Shares or the possession or distribution of these
materials or any other offering or publicity material relating to such Shares in
any jurisdiction where action for that purpose is required.

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Morgan Stanley & Co. International plc, J.P. Morgan Securities plc, Citigroup
Global Markets Limited and Merrill Lynch International are each authorized
by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority. ABN AMRO Bank
N.V. (and together with Morgan Stanley & Co. International plc, J.P. Morgan
Securities plc, Citigroup Global Markets Limited and Merrill Lynch
International, the "Banks") is supervised by the AFM and De Nederlandsche
Bank N.V. The Banks are acting exclusively for the Company and no one else
in connection with the Offering. They will not regard any other person as their
respective clients in relation to the Offering and will not be responsible to
anyone other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in relation to the Offering, the
contents of this announcement or any transaction, arrangement or other
matter referred to herein.

None of the Banks or any of their respective directors, officers, employees,

advisers or agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.

In connection with the Offering, each of the Banks and any of their affiliates,
may take up a portion of the Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts such
Shares and other securities of the Company or related investments in
connection with the Offering or otherwise. Accordingly, references in the
prospectus, once published, to the Shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by, any of the Banks
and any of their affiliates acting in such capacity. In addition, each of the
Banks and any of their affiliates may enter into financing arrangements

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(including swaps or contracts for differences) with investors in connection

with which they may from time to time acquire, hold or dispose of Shares.
None of the Banks intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

This communication is directed only at relevant persons. Any investment

activity to which this communication relates will only be available to and will
only be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.

Some of the information in these materials may contain projections or other

forward-looking statements regarding future events or the future financial
performance of the Company. You can identify forward-looking statements
by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will",
"could," "may" or "might", the negative of such terms or other similar
expressions. The Company wishes to caution you that these statements are
only predictions and that actual events or results may differ materially. The
Company does not intend to update these statements to reflect events and
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events. Many factors could cause the actual results to differ
materially from those contained in projections or forward-looking statements
of the Company, including, among others, general economic conditions, the
competitive environment, rapid technological and market change in the
industries the Company operates in, as well as many other risks specifically
related to the Company and its operations.

Neither these materials nor any copy of it may be taken or transmitted,

directly or indirectly, into the United States, Australia, Canada or Japan.
These materials do not constitute or form part of any offer or invitation to sell,
or any solicitation of any offer to purchase or subscribe nor shall it (or any
part of it) or the fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefore. The offer and the distribution of
these materials and other information in connection with the listing and offer
in certain jurisdictions may be restricted by law and persons into whose
possession any document or other information referred to herein comes

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should inform themselves about and observe any such restriction. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.

This communication is distributed in member states of the European

Economic Area which apply the Prospectus Directive (including the
Netherlands), but only to those persons who are qualified investors, and such
other persons as this document may be addressed on legal grounds, and no
person that is not a qualified investor and a relevant person may act or rely on
this document or any of its contents.

1. 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.
2. Adjusted for the impact of a €56 MM one-off non-operational gain in
2016 related to a consideration received for the purchase of Visa
Europe by Visa Inc. in exchange for the membership in Visa Europe that
Adyen previously obtained to facilitate core operations.
3. Adjusted EBITDA Margin defined as the ratio of Adjusted EBITDA to
Net Revenue.
4. Defined as the value of all transactions processed by Adyen.
5. Nilson Report as of April 2018.
6. 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 and standardizing across channels
for merchants.
7. For the years ended 31 December 2015 to 2017.

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8. Adjusted for impact of non-operational gain in 2016 (€56 MM) related

to consideration received for the purchase of Visa Europe by Visa Inc.
9. Adjusted EBITDA Margin defined as the ratio of Adjusted EBITDA and
Net Revenue.
10. Free cash flow refers to 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.
11. Adyen has not defined, and does not intend to define, ‘‘medium term’’
or "long-term". Adyen's medium- term and long-term financial
objectives should not be read as forecasts, projections or expected
results and should not be read as indicating that Adyen is targeting
such metrics for any particular year but are merely 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.

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