Adyen N.V. ($ADYEN)

Good morning, everyone. I would like to welcome you all to this General Meeting of Shareholders of Adyen N.V. We're pleased to host the general meeting for you together with the Management Board and the Supervisory Board. And I would like to briefly introduce the Management Board and the Supervisory Board to you. Management Board currently consists of 7 members: Pieter van der Does, Co-CEO and Co-Founder; Ingo Uytdehaage, Co-CEO; Roelant Prins, the CEO, Chief Commercial Officer; Mariette Swart, CEO, Chief Risk and Compliance Officer; Brooke Nayden, CHRO HR Officer; Ethan Tandowsky, the CFO; and Tom Adams, the CTO, Chief Technology Officer. Pieter, Ingo, Ethan, Roelant and Mariette are pleased to join me here today. The Supervisory Board currently consists of 5 members. My name is Piero Overmars. I'm the Chair of the Supervisory Board and of this General Meeting of Shareholders and responsible for the order of today's meeting. Adine Grate, Chair of the Audit and Risk Committee; Caoimhe Keogan, the Chair of the Nomination and Remuneration Committee; and Pamela Joseph and Steve van Wyk. Adine and Caoimhe are pleased to join me here today. In addition, I would like to extend a special welcome to Herna Verhagen. Herna's appointment as member of the Supervisory Board is on the agenda of today's meeting. I would also like to introduce Susan Derksen, Adyen's Company Secretary, who will act as the Secretary of the Meeting. Present at this meeting are also Adyen's current external auditor, PwC, and Adyen's proposed new auditor, EY. One sec, please. Before we start with this Annual General Meeting, I would like to take a moment to touch upon the press release we published yesterday after close of trading, which you may have seen. In this press release, Adyen announced that Ethan Tandowsky, Adyen's Chief Financial Officer, has decided to step down from his role effective August 31, 2026. He will leave Adyen to pursue an external opportunity outside of fintech. And I would like to give Ethan the floor for a brief statement. Please, Ethan.

Thank you, Piero. My time at Adyen has been incredibly rewarding. I'm proud of our shared achievements, the financial foundation we have built, and I'm absolutely confident in Adyen's future. As I make a personal decision to step outside of fintech to pursue a completely new path, my priority is ensuring a smooth transition and continued momentum over the coming months.

Okay. Thank you for that, Ethan. So the Adyen Supervisory Board will initiate a comprehensive search process to identify a successor. Adyen will provide updates on the search process in due time. And now I would like to proceed with the agenda of this Annual General Meeting. Before we do so, I have a number of announcements and requests to make. I would kindly like to ask you to set your mobile phone, laptops, tablets and other media carriers to silent mode. The meeting will be held in English given the international nature of our company with English spoken as our corporate language. This meeting will be audio recorded for the purpose of preparing the report of the meeting, and the records and the report shall be published on the company's website after the meeting. There was a possibility to submit questions prior to this general meeting. These questions, if relevant to the agenda, will be answered during this meeting at a specific agenda item. There will be various moments when you will be given the opportunity to ask questions relevant to the agenda points of this meeting, and I will ensure that the attendees will have the opportunity to ask these questions. To allow all shareholders to raise their questions, please ask no more than 3 questions at a time. You will be allowed to ask additional questions once all other attendees have also been able to do so. If you would like to ask a question, please raise your hand, and we will come to you with a microphone and make sure you can speak and please introduce yourself again or when asking the question. This brings the opening of the meeting to a close, and we will now proceed to agenda item #2. We now come to agenda Item 2a, where the Management Board, Supervisory Board and external auditor will present their report for the past year. After the presentation of the Management Board, I will elaborate on the report of the Supervisory Board. Thereafter, our external auditor, [ Martin Jann ] from PwC will give an account of the 2025 audit in which PwC performed the audit of the company. After these reports have been presented, you will have the opportunity to submit your questions related to the presentations. I will start by giving the floor to Pieter van der Does, Adyen's Founder and Co-CEO; and to Ethan Tandowsky, Adyen's CFO, for the report of the Management Board 2025. Pieter?

Thank you, Piero. Looking back on 2025, we are proud of the progress we made as we continued executing against our long-term vision. Our focus remained consistent throughout the year, building a financial technology platform that enables our customers to operate with greater efficiency, resilience and control as they scale globally. As macroeconomic and geopolitical developments reshape parts of the global operating environment, many of our customers reassessed where and how they grow. Changes such as evolving U.S. tariff policies accelerated the need to enter new markets and diversify operations. Through our single platform and license infrastructure, we help customers adapt quickly, enabling them to access local payment rails, maintain consistent performance and scale into alternative regions without rebuilding their setup. As AI continued to be a central topic across financial services, our customers were also engaged in understanding how it could improve their business. Our approach remains customer-focused. We apply AI where it delivers meaningful outcomes. By embedding intelligence directly into our infrastructure, we continue to strengthen how payment, risk and financial flows operate end-to-end. The scale of our data combined with our single stack and AI capabilities is enabling a new level of platform performance. A strong example of this is the evolution of dynamic identification as a foundational layer across our platform. Built on our single stack and banking infrastructure, it draws on trillions of interactions across commerce to make real-time decisions that balance security, conversion and customer experience with a greater precision. This same foundation is reflected in Adyen Uplift, our AI optimization product suite. Following a successful pilot in 2024, 2025 marked the first year that Uplift operated at scale across broad customer base, delivering measurable value while continuing to improve as more transactions flow through the platform. We also continued preparing for emerging models such as Agentic Commerce. While still in its early stages, we are helping shape the future of Agentic Commerce by collaborating with industry peers, AI companies, payment schemes, foundations and regulatory to promote open, interoperable and merchant-first standards. As our platform grew, we kept investing in the people and infrastructure needed for long-term growth. In 2025, we focused on high-growth markets like the U.S. and regions such as APAC and LatAm, expanding our tech hubs and local teams to help business manage growing digital and regulatory demands. In India, we continue to strengthen our local market position by integrating UPI to enable seamless real-time payments and going live on our own acquiring rails with Visa, Mastercard, Amex and RuPay. This makes us one of the first global fintechs directly connected to India's national card network. We also launched our cross-border license with a leading global software company while growing our Bengaluru hub from 15 to more than 60 employees across key functions. In Japan, we made a strategic pivot towards the domestic payments market and successfully launched PayPay, further strengthening our local offering and regional presence. In the U.S., we expanded into a larger Chicago office to support continued growth and collaboration across teams in LatAm. We built momentum of Pix by launching Pix Recurring and Pix open finance capabilities, further strengthening our local payment offering in the region. Across every part of our business, our focus remains unchanged, building the needs of our customers and helping them achieve their ambitions faster. We are excited about the path ahead and the strength of our position as we continue building towards becoming one of the world's leading fintech platforms. With that, I'll hand it over to Ethan to discuss our 2025 results.

Thanks, Pieter. I will now elaborate on the financials of the year 2025. Net revenue was EUR 2.36 billion for the year, up 21% on a constant currency basis. Growth continued to be driven by expansion with existing customers, increasing unified commerce adoption and further diversification across regions and customer segments. Full year EBITDA was EUR 1.25 billion for 2025, up 26% year-on-year. EBITDA margin increased to 53% compared to 50% in 2024, supported by strong revenue growth, operational discipline and continued leverage from our single platform model. CapEx remained disciplined at 5% of net revenue for the full year. As in prior years, the majority of investments related to data center capacity, platform resilience and infrastructure expansion to support long-term growth. Our capital allocation policy is centered on generating shareholder value in the form of growth. To achieve this, our policy is focused on the following priorities. First, we intend to maintain a strong balance sheet, which includes a strong liquidity position that supports our licensing structure and our relationship with our regulators. Second, we value our industry-leading A- credit rating with S&P as it is critical for the expansion of our embedded financial products suite. Lastly, we retain financial flexibility to act on organic or inorganic opportunities that may arise. Next, we'd like to provide an update on our global team. So Pieter, back to you.

Thank you, Ethan. In 2025, we continued investing in people and expertise needed to support our long-term growth. Our teams expanded across key markets and continued focus on engineering, commercial and operational roles. As our business scales globally, we remain focused on preserving what makes Adyen unique: our culture, our one team mindset and our long-term approach to innovation. We believe our culture of trust, ownership and speed continues to be a key driver of impact for both our customers and our business. Looking ahead, we are excited about the opportunities in front of us and confident in the strength of our growing global team. Now I'll hand it back to Ethan to speak about our ESG efforts.

Thanks, Pieter. In 2025, we continued strengthening our sustainability reporting in line with evolving regulatory requirements, including the Corporate Sustainability Reporting Directive, or CSRD and further refined our understanding of the topics most relevant to Adyen and our stakeholders. Our focus remains on building products and capabilities that help our merchants grow. We develop solutions based on what merchants want and need, including enabling donation functionality through Adyen Giving. Adyen is cause agnostic. We provide the infrastructure that allows merchants and consumers to support the causes that they choose. In 2025, donations processed through Adyen Giving surpassed EUR 35 million, further amplified through our donation matching initiatives during the year. As part of our long-term approach, we remain committed to building our business responsibly and sustainably. The choices we have made over the years continue to support steady growth, including 21% net revenue growth in 2025. We believe long-term success depends on empowering our teams to make decisions and investments that create lasting value for our merchants, our customers, shareholders and broader stakeholders in the years ahead. Thank you for your time, and I'll now hand the floor back to the Chair.

Okay. Thanks, Ethan and Pieter, for your presentation. As a Supervisory Board Chair, I would like to give a brief explanation of our report. We have a clear duty from the point of view of regulations and Articles of Association in which supervision of the Management Board is paramount. For that purpose, we have set up the Audit and Risk Committee and the Nomination and Remuneration Committee. The Audit and Risk Committee discusses the financial results of the company, financial and nonfinancial reporting procedures, risk and control systems, regulations and compliance. It also keeps in close contact with the external auditor and internal audit function. The external auditor focuses, among other things, on the inspection and audit of the annual accounts. The internal audit focuses on identifying possible areas for improvement in the organization from a reporting and control perspective. The Nomination and Remuneration Committee looks at topics such as culture, remuneration policy, diversity, equity and inclusion, recruiting initiatives, talent management and leadership and succession of members of the Management Board and Supervisory Board. I would like to inform you about the activities of our Supervisory Board in 2025. This has been presented in the Supervisory Board report of our annual report over 2025. I will not discuss it in its entirety, of course, but I would like to explain a number of the elements here. As a Supervisory Board, we are tasked with supervising the conduct and policies of the Management Board, guided by the interest of Adyen and its operations, taking into consideration the interest of Adyen's stakeholders and its focus on sustainable long-term value creation as is implemented in Adyen's strategy and culture. The profile of the Supervisory Board is such that it is capable of assessing the broad outline of the overall policy of Adyen and of the most important risks incurred. The composition of the Supervisory Board is such that the members are able to act critically and independently of one another, the Management Board and of any other interest. It further allows the carrying out of all the Supervisory Board tasks, including staffing of committees. In 2025, the Supervisory Board convened for 7 regular meetings, Audit and Risk Committee for 4 meetings and the Nomination and Remuneration Committee also 4 meetings. During the meetings, the Supervisory Board engaged in discussions about, among others, risk management, business performance, strategic updates and the development of the financials. The Supervisory Board also discussed topics related to strategic growth, regulatory affairs, ESG and material sustainability topics. As a Supervisory Board, we have also spent time on Adyen's culture, hiring initiatives, diversity, investor relations and communications, product development, cyber risk, compliance, control frameworks, the preparation of the Investor Day held on 11th of November 2025 and the preparation of the annual meeting of today. So you can understand we have not been born in the last period of time. Several deep dives and educational sessions on topics relevant to Adyen's business were held, including on digital resilience, cybersecurity, AI, data privacy, AML compliance and the supervisory continually discusses Adyen's sustainability strategy, the long-term strategy of the firm, compliance frameworks, enterprise risk, internal control frameworks, embedded financial products, sustainability reporting, internal and external reports, commercial pillars, focus areas and associated risks and review proposed annual and other financial reporting. In our annual strategy sessions with the Management Board, we discussed Adyen's strategic direction, key growth drivers, focus areas, sustainability matters and related targets, tech challenges, the competitive landscape and the financial forecast. At the end of 2025, the Supervisory Board conducted an assessment to reflect on progress against '24's key themes, its 2025 focus areas and strategic actions for '26. These were some elements of our Board's activities in 2025. This brings us to the conclusion of the Supervisory Board report. The next topic is PwC's explanation of the audit and the statement issues for the financial year 2025. Martin?

Dear shareholders, my name is Martin Jann, and I will contribute to this AGM in my capacity as external auditor of Adyen. I will speak about and I'm available to answer questions regarding the audit of the 2025 financial statements and our independent audit opinion rendered thereon and on our review opinion regarding the company's sustainability statements. For the scope, materiality and the activities we have undertaken, I kindly refer you to our reports. On March 5 this year, we issued an unqualified audit opinion regarding the financial statements. Additionally, we provided a positive review opinion on the sustainability statement or Adyen's CSRD report. In our auditor's report on the financial statements, we've included a commentary on the approach, scope and our key audit matters. The 2 key audit matters in our opinion are the design and effectiveness of IT general controls and risk of overstatement of noninterest revenue. These key audit matters and our audit approach remain largely unchanged from last year. I invite you to read our report where we elaborate on our approach and the background and the work done on these key audit matters. Additionally, we have detailed our work regarding fraud risks and continuity. Today, I would like to focus on a few aspects of the audit that were characteristics of the 2025 audit. Let me begin with the first key audit matter, the design and effectiveness of IT general controls. Adyen's IT systems, including the payment service platform remain of critical importance to the group's activities and the financial reporting, especially in the rapidly changing environment Adyen is operating in. Our audit approach included understanding, evaluating and testing the IT general controls of IT systems that are relevant to financial reporting. The focus areas included computer operations, access to programs and data, cybersecurity, backup and disaster recovery testing and incident management. We concluded that we could rely on these IT general controls of the group for the purposes of our audit. The second key audit matter relates to the risk of overstatement of noninterest revenue. Noninterest revenue generated by the group includes processing fees, settlement fees, sales of goods and fees for other services related to process payments. These revenues are considered a key financial indicator of measuring management performance. We have tested relevant design and effectiveness of controls in areas such as standing data, maintenance and a 3-way match prior to settlement to or collection from merchant. In addition, we have performed some standard procedures, including subsequent receipt testing for receivables, obtaining banking confirmations and performing data analytical procedures on revenue transactions. We did not identify any material exceptions, and we found management revenue recognition in the financial statements to be supported by the available evidence. For the sustainability statement, also known as the CSRD report, we have issued a review opinion. We've assessed how the company has determined and reassessed the material themes to be addressed in the report, the [ DMA ] and whether the report complies with the European sustainability reporting standards. Determining material themes is judgmental. Therefore, we paid specific attention to the process of identifying these themes, changes made to the 2024 report. And with the support of our experts, we've performed specific procedures to obtain sufficient information supporting our review opinion. Procedures we perform vary in nature, such as performing inquiries, analytical procedures, inspection of policy documents and detailed work. I would like to leave it at that for now. Thank you for your attention, and I hand the floor back to the Chair.

Okay. Thank you, Martin, for this explanation. And we will now go to the questions related to the presentations. And we will start with the questions we've received ahead of the meeting and open the floor for further questions after that. I would also like to remind you that you can vote on all the agenda items during the meeting through -- for all the items throughout the meeting. And if you have any issues with the voting, please let our logistics staff help you. I would like to start with giving the floor to VBDO for the questions shared ahead of the meeting. Mr. [indiscernible], the floor is yours. I'm sorry about that.

Okay. Sure. Yes. So indeed, I have shared the questions already upfront to the meeting. My name is Luca [indiscernible], and I'm here on behalf of the VBDO, so the Association of Investors for Sustainable Investment. I've shared 3 questions related to ESG. One question related to climate change. Can you maybe hold a bit now? Yes. So yes, we have seen that Adyen has targets in place for the ESG emissions, which are aligned with the SBTi, so science-based targets. And that target reads that 80% of Adyen suppliers should have set those science-based targets by 2028, which we appreciate, but we also want to ask whether Adyen is willing to set the same target for the Scope 2, so for their own operations? We have also shared a question about living wage. So we have seen that the concept of living wage and that concept has been aligned with the ILO definition has been implemented in the supplier code of conduct, which we also very much appreciate. But we want to ask if Adyen could elaborate a bit more on how you're planning to assess whether suppliers indeed adhere to that, yes, question of paying living wages and what kind of disclosures investors can expect on that in the next annual report? And then the last question related to the CSRB. For the sake of transparency, the VBDO is kind of a recommendation, and we are wondering whether Adyen is willing to take it up. So to expand the stakeholder engagement overview a bit more and include more details on which stakeholders have been consulted about which topics, which insights have been derived from those engagements and how they have informed the sustainability strategy.

Thank you for your questions. Ms. [indiscernible], I apologize for addressing you in the wrong way. So there's 3 questions. First on climate change, Ethan, if you can take that one. And Mariette, after that, you can take the question on living wage. And then Ethan, back to you on CSRD. Yes. So Ethan, the floor is yours.

Sure. Thanks for the questions. On the first question about SBTi, we're not formally seeking validation at this stage. Of course, our immediate focus is on moving towards the targets that we've set. So doing the work, which improves our performance and moves us in the direction of the targets that we've set. We will continue to assess especially how SBTi develops, how our own business develops, and we'll remain open to it, but we're not seeking formal validation at the moment.

Then the second question on living wage. Thanks for that question. Our supplier code of conduct sets the standard at which we want our suppliers and vendors to operate. We need -- we change the requirement of minimum wage to living wage. We got all of our vendors to sign that. So that's a good thing. We are now working together with the diligence platform to get all of the information in to see whether our vendors and suppliers actually adhere to that standard and apply with that standard. Based on the information, we can make an assessment whether an additional on-site audit is required. And on that, we can also determine whether additional disclosures for next year are necessary. We don't expect so, though. We expect the risk to be low because we are a technology firm but to be confirmed next year.

And I'll take the third question on stakeholder engagement. So we're -- we currently are not considering doing that. It's neither a regulatory requirement or something that we see with our peers. But of course, we'll continue to assess what is most relevant to our stakeholders. And if further disclosure is helpful over time, we'll, of course, consider what's best.

Okay. Thank you, Mariette and Ethan. I would now like to give the floor to [indiscernible] for their questions that you shared ahead of the meeting. Mr. [indiscernible], the floor is yours.

Thank you very much. Good morning. My name is Manuel [indiscernible]. I work for [indiscernible] and I also speak on behalf of [indiscernible] Investment Management. Thank you for your presentation and the open discussions that we continue to have throughout the year. Thank you also to Mr. Piero Overmars for your service on the Supervisory Board since 2017, Mr. Ethan Tandowsky, who has been with the company since 2016, and best of luck to Ms. Herna Verhagen, who has been nominated as a new member of the Supervisory Board. We have 2 questions on this agenda item. Firstly, we want to compliment Adyen for the advancements made in investor communications over the last year by accommodating some of the investor demands that have been shared on the topic. However, despite your progress, we continue to see room for improvement in how guidance is communicated and updated, and this appears to still be reflected in the stock price fluctuations of approximately 10% around earnings releases. We acknowledge that Adyen does not fully control market reactions. However, as an example, creating some cushion around guidance might help limit their severity. We think that for a quality company like Adyen, market reactions seem much more severe than with comparable companies. And we would like to ask you to comment on what steps, if any, management is planning to take to address this further. My second question, we would like to congratulate Adyen on its acquisition of Talon.One. This is an exciting development. But given Adyen's strong focus on operating a single unified platform and the fact that this is your first acquisition, the time lines involved and the execution risks are particularly important. Could you share your expectations for the integration of the 2 companies and how you are preparing to manage potential risks that may arise from this process?

Okay. Thank you for your questions, Mr. [indiscernible]. First, on guidance, Ethan, can you comment on that? And the second question on the integration risks and process, Ingo, you can take that one, right? Okay. Ethan, go ahead.

Yes, sure. First, on guidance. So first, we very much value transparent and open communication with our shareholders and feedback is always appreciated. So thanks for your question. As a business, we are running Adyen for the long term, and we strongly believe in the long-term path that Adyen is on. At the same time, we also understand that it's helpful to get a sense for where Adyen is going in the shorter term, which is why we've laid out our longer-term vision for the company back in November, but also are now in a setup where we share guidance on an annual basis. We hope that will be helpful also to investors going forward in understanding both the long-term path we're on, the decisions we make over that long-term horizon, but also in getting a sense for what any given year looks like. And we hope that this change in our guidance setup will be helpful to shareholders.

Yes. And on the Talon.One acquisition, of course, it's indeed our first acquisition that we've made as a company. We're very excited about it. I think it's a capability that we were looking for to succeed with unified commerce. We have defined a very clear integration plan in the company with several tracks to make sure that it becomes a successful integration. The best people, both on our end and on Talon.One end, are working on this. But we will do it phased. So one of the things that we want to make sure is that we keep the core operation separate in the first year to make sure that they can keep the speed as they have, working with their customers. And at the same time, that we make sure that we start to build what is basically demanded from our customers. So we will work jointly on go-to-market strategies and then start to integrate also the technical parts on API level to make sure that we have a successful offering. By doing this phased approach, we also believe that we, from a risk management perspective, take a good approach, and we will track it closely. I'm personally involved in the integration, look after the successful approach to this. And yes, we're very excited that we are entering this new phase of the company.

Okay. Thank you, Ingo and Ethan. We have also received an extensive set of very detailed questions from Mr. [ Martensen ] who holds one single share in Adyen, which he purchased last year prior to the AGM. I would like to provide the meeting with some relevant context. As we noted last year at the AGM, Mr. Martensen is involved in a private dispute with a former Adyen employee. Adyen is not a party to this dispute. Last year, I shared that our internal and external counsel reviewed his claims and found no merit in any of them. Since then, our conclusion has been confirmed by external outcomes. Amsterdam District Court denied a motion initiated by Mr. Martensen to order preliminary witness examination of Adyen's officials on December 11, 2025, explicitly characterizing the endeavors of Mr. Martensen as a fishing expedition. Furthermore, regulators have been approached by Mr. Martensen and found no reason for follow-up on any of the allegations he made. We are mindful of Adyen's responsibilities towards all stakeholders and will, at all times, act in the best interest of the company. Ahead of this meeting, Mr. Martensen shared a 45-page document with detailed questions for this meeting around various themes. To ensure we can cover all necessary ground today, and we have many decisions to put forward for your vote, we kindly ask that questions remain focused on the items up for discussion. We will not be addressing other matters or details that fall outside of the scope. Of course, Adyen cannot and will not disclose information of a commercially sensitive nature, information which is legally or tax confidential or if a compelling interest of the company otherwise opposes the provision of such information. Given Mr. Martensen's long-standing approach towards Adyen reflected in the mentioned proceedings in the Netherlands, but also abroad, we consider it appropriate to exercise a degree of restraint in our responses. This also suits a proper course of this AGM. I will now start with the questions of Mr. Martensen that we will provide a response to. In the interest of time, I have summarized these questions. The first question is for you, Ethan. Mr. Martensen asks about our perspective on the long-term decline of the take rate. How do you look at that?

Sure. So Adyen primarily reports our performance based on net revenue. Our pricing strategy is such that larger customers receive lower pricing through our pricing tiers and has employed that strategy over the years as Adyen has grown, leading to that effect.

Then the second question is for [indiscernible], Chair of our Audit and Risk Committee. The Supervisory Board and Audit and Risk Committee have the responsibility of oversight of the integrity of financial reporting. Is the granularity of revenue reporting adequate in your view?

Going to put it on. Of course, we take this very seriously. And the Audit and Risk Committee has to form the oversight in accordance with the Dutch Governance Code and the Dutch Civil Code. And those duties include supervision of the integrity and adequacy of financial reporting and the effectiveness of the company's internal risk management and control systems. Based on this review, no issues requiring disclosures were identified.

Okay. Then the third question, Mr. Martensen asks what other revenues or there's not a big piece of other revenues, Ethan, why don't we disclose more what's in there?

Sure. So we provide our revenue disclosures that reflect the key business drivers for Adyen. Further disaggregation of the other services revenue is not deemed necessary to understand Adyen's performance and would not enhance the clarity or conciseness of Adyen's reporting, which appropriately focuses on the most material revenue streams in line with the purpose of the annual report.

Okay. Then next question is also for you, Ethan. Mr. Martensen asked about the geographical profit concentration. So what transfer pricing methodology do we use geographically?

Yes. So Adyen applies recognized transfer pricing methodologies in line with international standards with activities performed by entities or permanent establishments outside the Netherlands and the United States remunerated under the transactional net margin method. It's also referred to as the comparable profits method in accordance with the arm's length principle.

Okay. And on that same issue, Mr. Martensen asked about agreements with tax authorities on this issue.

Sure. Adyen maintains an ongoing dialogue with our relevant tax authorities, including through formal arrangements where appropriate. That's in line with our compliance obligations. In doing so, it observes applicable confidentiality requirements and does not disclose tax confidential information.

Okay. Next question is for [indiscernible], our external auditor, PwC. Have you considered the issue of transfer pricing in the context of audit risk? And I know you like technical questions. Can you come here, please? So because the question is specifically directed about ISA 240, 315 and 701.

Thank you, Chair. I can confirm that transfer pricing is a complex and important topic. It was part of our audit planning procedures. We performed work in this area. We were supported by a technical specialists, and there were no indications that there was anything wrong with that. So the conclusion was that we concur.

Thank you. And then next one for Ethan as well. How much of the company profit is taxable under the innovation books?

Sure. As I'm sure you can understand, Adyen observes applicable confidentiality requirements and does not disclose tax confidential information.

And I will have a question for you again in a moment, [indiscernible]. But first, so our segment reporting, Ethan, is that consistent with IFRS 8?

Yes. So we take a single segment presentation, and that reflects how the business is managed. It's a single fully integrated global platform, and that's consistent with IFRS 8.

Okay. Good. And then the final question for [indiscernible]. What is your view on this segment reporting?

I think the segment reporting reflects the way the company is organized and is in line with the accounting standards. So I can confirm also there that we concur with the reporting on that.

Thank you very much. Then I now open the floor for other questions related to the annual report of 2025. Who may I give the floor? Mr. [indiscernible], I've already taken many of your questions. I will first allow other shareholders and then I will give you the floor. So there was a hand on the right-hand side of the room.

My name is [indiscernible]. I'm here on behalf of European Investors VEB. First of all, let me say some appreciation about our pre-AGM engagement. Very much appreciate that. I have a couple of questions, but I want to start with the press release from this morning. First, yes, it came as a surprise. It was unexpected. So first of all, can you tell why this was a surprise for you guys also? Second question, if you look at the share price reaction and if I look at the sell-side reports that came out pretty quickly after the news, there was some confusion about whether this implied anything about Adyen's future, its guidance, et cetera. So I was wondering if whether you might have communicated differently on that part. And then lastly, tied to this, I was looking at the remuneration report. And of course, I think many people will note that you're pretty conservative. I think that's very Dutch and very -- something that we would appreciate. At the other side of that, of course, is also the question whether the departure of Ethan has anything to do related to remuneration. And in line with that, if we look ahead in the search process for a new CFO, whether you think that will be an issue in the search process that you're pretty conservative in your remuneration?

Okay. Thank you for your questions. First, on the surprise, yes, we were surprised because as far as we're concerned, and I can also speak on my own behalf, there was no reason for Ethan to leave. There we have our fiduciary duties and the term expires at the end of a 4-year cycle and then to have this happen the day before the AGM is unfortunately, and it was a surprise. You can -- or maybe, Ethan, the question is, was there any other reason other than what was in the press release for you to leave the firm. So I think it's a good moment for you to just be very clear about that.

No, there's no other reason. It was a personal decision. I found my time at Adyen so rewarding. I'm completely convinced of the long-term path that Adyen is on and the strategy. So there was no other reason to speak of.

Okay. And then second element of your question was about the -- was there -- did we -- could have we communicated this better? I'm sure things can always be improved. But it's very clear that there's nothing in the firm that should be emphasized today. So maybe, Ingo, you can say something about the guidance.

Yes. So we have a guidance given for the year of 2026. We can reiterate that guidance. So there is no change in guidance as a result of this leave of Eaton. So this is a reiteration of all our financial objectives, so on net revenue, EBITDA and CapEx.

Okay. And your third question is about remuneration. Is it okay -- or I suggest we discuss the broader remuneration issue after these items when we are at the remuneration report. But maybe, [indiscernible], you can say a few words about the process and your thoughts on remuneration for the next step in the CFO search.

Yes, happy to. Yes, I mean, indeed, points noted about our historically conservative approach to remuneration. That is something that we recognize and something that you'll see us make step changes towards addressing. And we'll talk about that when we come on to the remuneration report for 2025. We do have a policy that has significant headroom in it that allows us, we believe, to attract sort of best-in-class global talent. So your point is noted about the search for the CFO, but I sort of draw your attention to the example of our last Management Board appointment where we appointed a CTO that we recruited from sort of the tech industry in California. So we believe we have scope within our existing policy to find world-class talent, and that's exactly the approach we will take in this search.

Okay. Then there was -- there are a few answers, yes, please.

Mr. Chairman, private investor from Amsterdam. I have 3 questions, of course. But first, let me congratulate you on the great results achieved last year and also on Q1 of this year. Maybe since this is my first appearance on this meeting, one first question on an element, which is not quite clear to me, and that concerns the verticals of Adyen. And I came upon in your annual report, amongst others, finance, but also travel. Maybe you can give a brief description of the relevance of the various verticals, your prospects, et cetera, going forward? That's the first question. Now the second question, which is of, well, more relevance to performance of last year and this year are your new models, including intelligent money movement. We've seen the great launch of the Adyen Uplift and of course, dynamic identification as the third one. Now I wonder, going forward, will the support from these new developments increase your profitability so far this year and next? Is there a visible acceleration because of these developments? Because I can understand your current clients are gradually moving towards these new developments. So that would make sense to expect that. So that's the second question. And finally, Mr. Chairman, I'm not sure if this is the right moment to address that subject, but Mr. Tandowsky responded to that element in his contribution. It concerns capital allocation. And we've heard the median representative stating that element briefly. But it's my opinion that the share price is substantially undervalued. It's not only mine estimate, but I found out that about 8 well-known analysts have share price targets with an average of EUR 1,500 plus, which translates into a discount of over 30%, which is substantial. In my opinion, that has everything to do with your too conservative capital allocation policy, which has been put forward to Mr. Tandowsky. On the other hand, I found out during the analyst call that it seems to be that you're investigating a share buyback program would be appropriate. And my question would rather be why don't you just go for it? That's probably the best way to express it, and then we may have a further discussion probably at a later stage of the agenda.

Thank you, Mr. [indiscernible], for your questions. The first question is about the verticals. Maybe Ingo, you can elaborate on that, please. Yes. So our traditional approach to the verticals is that we basically made a distinction between digital, unified commerce and platforms. That's also how we run the business. Of course, what you see is that in those verticals, there is more and more specialization in a different type of industries that we're active in. So think of retail, F&B, food and beverage, hospitality. So that's also more and more how we try to organize the team so that we have industry specialists to work with those different companies. and make sure that we build the best offering. So that's also in the external reporting, we make the distinction between the verticals I just mentioned, so digital, unified commerce and platforms. In a way, how we're currently also working internally, we made more of a distribution to the different industries to make sure that specialization is there. Okay. And then on your second question about the new developments, uplift, dynamic identification, intelligent money movements. Maybe, Peter, you can elaborate on these products. And then Ethan, the question was, will these lead to an increase in our guidance for this year? And maybe you can take that part of the question after that. I think the the deployment of AI in building strong products, that's where the real value is, not in small optimizations, but building those products in a way that merchants really benefit. And I can also take the guidance question. I think that doesn't change our guidance. That's how we keep winning. So it's a necessary investment, but it's also an investment where I think we have a competitive advantage due to our infrastructure setup. Yes. Why don't you go ahead, Mr. Berg. You have the mic, but I would prefer you keep the microphone in hand, Mr. Berg, that's how we like to do it. Fine, sorry. No, no problem. But the thing is a matter of acceleration because all 3 pretty new introductions to the market. And it does -- it should make sense that these take some time to get included in your total network. Now the thing is that these new innovations, which you made investment beforehand would take an acceleration in your profitability. Am I right? Or should it mean if you wouldn't have made these ones that you would come down pretty quickly on a much lower profitability? That's probably the sort of question I'm looking for. Yes, go ahead. So... In general, we expect our profitability profile to increase, right? We've given guidance that we expect to be above 55% by 2028. Now that's a combined assessment of all the products that we're offering to our customer base and how we expect to grow with our customers. When we build out products, it's typically not that the product is done and then it's sold, it's continuously invested in. And it's continuously invested in so that we continue to create differentiation within that product set for our customers. So a big part of why they work with Adyen is a subscription to innovation. It's the continued development of our platform that works in their favor. And so we'll continue to make investments. But if you look over the whole product suite, over the whole customer base, we do expect our profitability profile to increase over the coming years. Okay. Then your third question was about capital allocation. In your view, we're too conservative. Ethan, I think you can also take this question. Yes. So again, I think if I just reiterate what I shared earlier, we're very much focused on driving shareholder value where we think we can drive most shareholder value through growth. And having the strength of our balance sheet positions us to accelerate certain products like financial products. We do that through the strength of our credit rating, for instance. But also it gives us the opportunity to capitalize on opportunities that may arise. For instance, the TalentOne acquisition that we announced signing of is a good example of where we could leverage the strength of our balance sheet to work to bring something into our company that we think will add a lot of value for our customers, especially on the retail side. Of course, we continuously consider what other options are most relevant for us and will drive most shareholder value. We'll continue to do that, and that will remain our focus. Okay. Then Mr. Marten, yes, we -- let's first go to later stage Sorry, what is the topic? On capital allocation. Now then we can stay here. Go ahead. It depends on creating shareholder value, we fully agree. But looking at total shareholder return, which is a valuation of that end, we've seen negative results over the past few years. And that makes it adequate to look into more detail at capital allocation. Maybe Mr. Chairman, I would like to come back on this issue at the later stage in the agenda. Thank you. Yes, that's fine. And we're, of course, always listening to suggestions from our shareholders. Then I know Mr. Martinsen has raised his hand. Anyone else? Mr. Don from O... It's very nice. I'm having an assistant in my microphone. Mr. Chairman, I have 2 questions or one question for Pricewaterhouse and one for the Board. When I analyze and read the annual report, it has 233 pages. But of those 233 pages, about 114 pages about sustainability and governance, which I think is fine. But then when I look at the financial review page, that's only half a page. My question is, would it be possible next year to expand a little bit the financial review from maybe half a page to 2 pages? And my second question is to Pricewaterhouse. I mean you talked a lot about risk assessment of the company, but you did mention the segregation of client assets that you analyze that and review that as an auditor because I presume that's one of the key risks at Again, so that's done properly. Okay. So first question about the balance in the report between sustainability on the one hand and financial review on the other, maybe, Ingo, you can take that one?

Yes. Thank you for your feedback. I think it's needs a good observation that there might be a shifted balance to sustainability. Of course, we'll take your feedback into account and see if we can expand on the financial review next year. That is how I would look at it.

Okay, second question for PwC, Martin?

Thank you for the question. I think it's a fair question. We performed actually quite a lot of work around the internal controls when it comes to cash streams and positions. And I mentioned, for example, the confirmations that we do to the existence of the asset is actually there. So hopefully, that's an answer to your question.

Okay. Then if all the shareholders have asked the question. And Mr. Martin, you raise your hand again, you have further questions?

Should have two questions, and I appreciate the opportunity. As you addressed a court case. I just want to comment on that before. And it's correct. It was a procedural witness hearing regarding an IP matter that was launched in the Dutch court and it was not approved as a procedural, not on merit. But you also mentioned foreign courts and maybe you should have mentioned that there was the court order from federal court on the June 5, 2024, which was issued for what you call the 1782 discovery, which is yet ongoing because Jan decided to object it. It's not carrier. So let's see the outcome. But I think as a note to that, that was important. My questions are quite fast forward for 7 years in regards to the ISM3A and 3B. For 7 years since the IPO, the wording of this charge was limited to matters disclosed to shareholders for everything that was known. This year, that's been removed. It says all liabilities, now considering the chair of audit and risk left or his [indiscernible] in a few months ago, Eaton is leaving. The question is, will the Board confirm on the record that any discharge granted today to votes, which is done today will not be relied upon matters that are not known to the AGM and a reasonable appearance to this meeting before there was, if not, if you would not do that, I would appreciate if you can clarify what is the legal basis or specific company interest. My second question, if I may, directly. And you just reminded me about last year's AGM on the refusal and unrelated questions, and it was in the minutes and now we'll be in a minutes again. And it was stated that the material which was handed in was reviewed by auditors, forensic investigators and external councils. Since that day, I have carried out 3 forensic reports, Albers and Marsal, which is a relatively well-known forensic firm, the Vault law firm set of Netherlands and criminal lawyer of Vladimiro well-known memorandum has been formally served to the Board, PwC and the incoming chair they were received because it was done by [indiscernible]. And my question is what happened next? Can the Supervisory Board to a document that there is a written reconciliation of the last year's down merit and were they included in the PwC assessments this year and the Audit and Risk Committee when they reviewed and the incoming chairs handover basically, the materials which was served has that been reviewed. And is there, in that case, and other forensic firm that you can mention name, date that actually have carried out a contradiction both to what I underline. I would say that I think that is everything for me.

Okay. So first, your comment on legal proceedings is noted. You have a question on the discharge. We will have that later on the agenda, and then we will address that point. As I mentioned, all allegations, all documents that you've handed in have been reviewed by our teams have been discussed in the Audit Committee have been reviewed by PwC and they have led to the way we've responded to your questions.

My statement from you was external council and forensic investigation was -- it just reviewed by your internal team, the one that...

I have not used those words today. Now I have come to minutes from the last year. I can correct it. And I would like to leave it at that. Okay. Any other questions?

[indiscernible] on behalf of BV. Two more questions, please. If you look at the current stock market valuation, of course, there's as -- if you read the press, there's a big valuation disconnect between Adyen and Stripe. I was wondering what your thoughts on that in terms of what can you do about it strategically? What can you do about operationally? What can you do in your communication? What can you do in any form to sort of bridge this gap or explain this gap or at least lower this gap? Second question is also related to those competitors. If you look at the way there is a lot of potential around presenting this as Adyen having some battle with Stripe and companies like Checkout. But I think if you look at the long term, a lot of the story is still about wallet share gain. So can you give some more insight into the longevity of the wallet share gain against, for example, legacy players?

Yes. It is not a happy to talk about individual competitors. So maybe Ingo, you can say a few words about the competitive landscape and our wallet share gain developments going.

Yes, sure. So we're building the company For the long run. And I think since the start of the company, payments has always been very competitive, and that has not changed. Having great competition around us makes us products better. But I think most important is that we keep listening to our customers. And if you look at our share of wallet growth with our existing customers, it's still the most important part of our growth. That is the area that we focus on. And also based on the feedback from our customers, I'm very confident that this is the right trajectory for us. On valuation differences, I find it hard to comment on that because I can only focus on our own company and making sure that we keep explaining how we're building the company for the long run, making the right investments, keep hiring the right people and more importantly, keep contracting the right customers and provide the value that we're looking or bringing to them. So that's how we look at the management board level at this topic.

[indiscernible], you have a follow-up question?

Yes. Then of course, I understand that you don't want to make those calls about valuation, et cetera. Maybe just then indeed, looking at Adyen, if you look at, of course, you have this guidance for '26 at 22%, 23%. If you look at what is implied probably in the share prices and look at all the cell type reports, there's a lot of thinking that what might be implied in the share price is something like a low teen growth rate for the longer term. And I think that's not what you're looking for. If you look at the Investor Day, you're still talking about 20-plus road. So my things a little bit how do you convince and how do you sort of get some credibility with investors on your more longer-term growth rate. I think that's very much what the market is not want to believe that and that also ties to the wallet share gain story.

Yes. Okay. Thank you. Ingo, can you also take this question?

Yes, sure. So in the past, we've worked with a guidance [indiscernible] multiple years. And I think the consistent feedback from investors was not helping to get better clarity on individual years. So that's exactly why we have switched this year to guidance specifically for 2026, which is indeed the guidance on revenues that you just indicated. At the same time, during Investor Day, we indicated that we expected the company will grow about 20% for the next coming years. So that gives also a view on how we internally look at our growth and of course, we are a purpose of giving that indication is that analysts will take that into their models because they believe us. Apparently, if there is a mismatch, we -- the only way to convince people is to keep delivering. So that's our focus on. That's also what we do as a management board, making sure that we keep delivering on our results. And the first result that we're going to deliver is 2026. So all our focus is on building the business for this year.

Okay. Thank you. If there are no further questions, then there's -- I realize there's one aspect of Mr. Martin's question that I haven't properly answered, which is you've asked if PwC has reviewed. And maybe, Martin, you can still comment on that?

Thank you for the question. Indeed, we've received a large volume of communications and as an independent auditor, we have a responsibility to take all that information into account. So what we do is we perform in quietly, we are the company for their position and we perform our independent testing and where needed, we are supported by a specialist as you can read in our opinion. This includes also forensic specialist. Based on the work performed for the 2025 and your report, there was no indication that there was an issue with the financial statements nor did we modify our opinion for this aspect?

Okay. Thank you for that clarification. If there are no further questions, then I would like to proceed to the next item on the agenda, which is Item 2B is a proposal to adopt the financial statements 2025, which PwC has issued an unqualified auditor's opinion. This is also the first voting item on the agenda of today's meeting. Before we open the vote, and I would like to inform you that there are 22,688,771 votes validly represented at this meeting. This represents 71.90% of the company's share capital and includes the votes that were cast electronically. This means that valid resolutions can be adopted at this meeting. As of now, you can vote on all agenda items at any time during the meeting. You can vote on your device as of this moment. I will remind you throughout the meeting that you can vote on all the agenda items, and we'll let you know when the voting will close just before the end of the meeting. After the voting has closed, we will share the voting results at this meeting. Please raise your hand if you have any difficulties with the voting. Now are there any questions about these agenda items. Okay. then if there are no further questions, we proceed to agenda item which is the proposal to advice on the remuneration report, which is an advisory vote item only. We will now provide an explanation on the remuneration report. I would like to give the floor to [indiscernible], our Chair of the Nomination and Remuneration Committee to provide an explanation. Kiva?

Thank you, Piero. So the remuneration report over the financial year 2025 has been prepared in accordance with Dutch law and is available on Agent's website as part of the annual report. It explains how the remuneration policies for the Management Board and Supervisory Board were executed for 2025. I'd like to share a few highlights on the content of the report. We continue with our approach of not awarding variable remuneration to our management board members in 2025. Therefore, the remuneration consists of base salary and share-based compensation with no variable remuneration. We believe the current remuneration approach for our management Board mitigates short-term orientation and contribute to the long-term performance of Adyen. Regarding the base salaries, the Supervisory Board reviews Management Board compensation on an annual basis to make adjustments in line with our long-term remuneration philosophy and our policy. Under our current Management Board remuneration policy, we aim for total remuneration to not be positioned above the median of our tailored peer group. Because of remuneration of all management board members remain significantly below the median of the benchmark base salaries for the Management Board members were increased in 2025 and have been reviewed again in 2026. These GAAP adjustments are made to better align the remuneration with the peer group and are in line with the remuneration policy applicable to the Management Board, which was adopted by the general meeting in 2023. The general meeting has an advisory vote on the 2025 remuneration report.

Thank you, [indiscernible]. I would like to invite you to commit to submit any questions pertaining the 2025 remuneration report if you have any. Please, Mr. [indiscernible].

We have 2 questions on this proposal. First one, we believe that the current remuneration policy has merit, but we see further opportunity to strengthen incentive around performance. Does the supervisory board have any plans to place mites on performance based or share-based variable compensation from members of the management board and here, I want to clarify that we don't necessarily mean just short term but also for long-term objectives? And then my second question, in light of recent composition trends in the United States. And given again footprint in that market, we are concerned about potential pressure to move towards higher pay levels and more aggressive incentive structures that have become increasingly more common there. How is the supervisory board approaching this dynamic and safeguarding against the shift in this direction.

Yes. Okay. Thank you very much for these questions. Kiva, if you can take both. So first, are we considering variable compensation, short term or long term. And secondly, how do we look at the pressure the upward pressure on compensation, especially in the U.S. [indiscernible]?

[ Thank you for both the questions. Yes. So on the first one, I appreciate your comments about the merit of the current policy. As I noted, the current remuneration policy is very much geared around long-term performance and value creation of Adyen, all members of our management board received share-based compensation as part of their remuneration package. And as such, we believe their interests are, therefore, aligned with the shareholder experience, which is a key tenant of building for the long term. In terms of amending our remuneration policies, we're coming up for that renewal cycle. So we will be bringing in the 2027 AGM, a refreshed remuneration policy ahead of proposing those policies, we will, of course, engage to major shareholders, proxy advisers. So I'm looking forward to that conversation towards the end of this year in preparation for next year's AGM. So we'll take your fee but and we all have that opportunity for further discussion on appropriate management board remuneration then. On the second point about compensation trends. It's important that we do acknowledge that Adyen is a global fintech business. And as per my previous comments, we do compete in a global talent market looking for world-class talent to build this company. What we have is a tailored benchmark of peers that we use. And I think that is our main way of ensuring that we get the right balance. So ensuring that we do benchmark against AEX companies against European-based companies, but we do also have an element of global peers in that benchmark, and we think that's the right balance. And it's a key way in which we ensure that, that upward pressure is managed is that we do actually restrict the number of North American peers in that benchmark, so to fewer than 40% of that benchmark. And again, as demonstrated in our 2025 annual report, the remuneration of the Management Board remains well below the meeting median of the benchmark, and we do reserve the right. We think it's appropriate that we make adjustments as needed and to ensure that management board remuneration does remain competitive.

Okay. Are there -- thanks for that answer, Kia. Is there any other question about remuneration report. Then we will now proceed to the next agenda item. Please also again be reminded that you can vote convert on all items throughout the meeting. We would now like to move to the next item on the agenda, with the explanation of the dividend policy, which is item 2D. This is a discussion item, not a voting item. Push to the dividend policy as published on Adyen's website. Earnings are used to support and finance Adyen's growth strategy as [indiscernible] has elaborated on his [indiscernible]. In the future, the management board may set the relevance of paying dividends in light of its strategy to grow the company through investments in people processes and systems. And I would like to invite you to submit any questions on this agenda item. Mr. Berger?

Thank you for the question. Do you consider to start paying dividends?

Okay. This is a question for the management board. Well, we have you at the table still. Please take [indiscernible].

We consider all of the options that are right from a capital allocation perspective. So a dividend is one of the options that we will always consider. We're again focused very much on driving growth. That's where our first priorities are. But of course, we consider all options in terms of optimal capital allocation decisions. Let me continue because pass me a little bit, Mr. Chairman, when looking at your operational report and performance, you are working new products which are aiming to help your clients to manage money more efficiently. And that's, of course, a great task and a great effort, but what you felt to do is manage your own capital position in a way that you're, in my opinion, extremely over capitalized. And in that respect, it's probably the right moment to switch to annual report Page #157, where it gives you consolidated statement of comprehensive income. And it tells us that from all your net income for the company, some 20% is made of finance income, which means, of course, that derives completely from your banking stays and the fact that you're processing your clients' payments traffic. Now looking at distributing total earnings true to shareholders and stakeholders, it seems that you continuously deploy 100% to growth of the company, which is probably not different from when you're applying the company. But the thing is that today, looking at a shareholders' position, return to total shareholder return has become increasingly negative, which is in contrast with the great performance of the company, which strikes me is [indiscernible]. And as I mentioned during my first part of my questions to now it appears that there's a discount of over 30%, which I think is material. Our total share price return is a combination of share price appreciation, dividend income and probably the additional result of share buybacks, if you agree with that sort of sum up of capital allocation proceeds. Now with that big deviation it comes to mind in their room either to start paying dividends because I'm not a strong opinion that all the elements you mentioned in order to be able to continue providing the company the sufficient means to divide your strategy, and I'm the first to adhere to that because I agree. But then there is still ample room to start up a share buyback, which would be preferred because it also applies to issuing new shares when relevant. If I'm right, Mr. Chairman, the acquisition of Town [indiscernible] will go along that the selling shareholders will also become a shareholder in Adyen. Now it may happen that this will be paid issuing new shares if possible, that will be one of the possibilities. But if these shares are undervalued, it would mean a dilution of earnings per share growth, and that's what's currently the risk which comes with holding on to a capital allocation policy, which in my view, is inadequate, and maybe you can comment on that.

Well, I think you've made your point that you think we are too conservative. I would like to make a few comments before asking now to comment. First, we are a bank. So we have quite some regulatory capital requirements. So it's not like all the capital that there is available. for anything else. Secondly, we've spoken about the [indiscernible] of the credit rating. Eaton has already mentioned that. We do need capital for that. We need capital for growth of the company, which you've also acknowledged. And then there's also inorganic opportunities like the teen that we've discussed. But let me conclude and then I hand over to Ingo, that you think that we are too conservative. Of course, we are not commenting on the share price. The share price is for the shareholders to decide. But we know what's going on, and we've noted your comments, and maybe, Ingo, you would like to say a few more words.

So we're still in a high-growth mode and investing in the business. And I think that is very important starting point. And with a fast-changing world, we want to make sure that we have the room to maneuver. That's also one of the reasons why we've recently acquired Talon One, which is an investment that we could make because we have the capability to invest. And I think that is a very important starting point for us as a management board, First to [indiscernible], okay, how can we organically grow the company? Are there any adjacent areas like [indiscernible] where we can expand. And then of course, it's always a question like what can we do in addition to that, to make sure that we have the right capital allocation approach. But we think that our current approach is the right one, and we will continue to evaluate that going forward.

Thank you. You have a new [indiscernible] or is it are you going to [indiscernible]. Final remarks. Please go ahead, Mr. [indiscernible].

Just the one observation that total shareholder return has been negative for some time, and that's a clear disparity with the view expressed by the company, which aims at growing the company's value. So that would, in my modest opinion urge for a closer look at the opportunities available within your structure because I'm not asking to move up to too risky ratios, which may endanger your freedom to move and make acquisitions like one. But there is, in my not only in mine, but other investors and probably also potential investors in action who won't buy the company because they see this is an inadequate allocation policy, which keeps down the share price. And if that goes along with remuneration policies, which are linked to evaluation that may harm in the end, the growth of the company. And that's my concern and it can easily be adopted because like you do for your own clients, look at your capital structure, can it be made more efficient. And that's my pledge. And I would invite you, maybe as we have next year, another discussion and see how we going forward.

Okay. Thank you for your questions, your observations and your plea, and we'll note. Mr. [indiscernible]?

Two small questions. One is how much is your regulatory capital at the moment? And the second question is, if you meet your targets for 2028 my calculations, you will have about 13 billion of net cash on your balance sheet, which will create about 40% of your market cap. Would you say that, that's too much? Or do you think that's still considered? Do you think that's appropriate?

Okay. First question also Ethan, maybe you can take both on regulatory capital. And secondly, are we going to accumulate cash forever is, in fact, your question. We understand your question, thanks. Yes. I -- so we disclosed to our pilot reporting, the levels of regulatory capital, which are required. We have sufficient headroom compared to those regulatory ratios, but it is important for us with our relationships with our regulators, indeed, that we are sufficiently capitalized and that also on a go-forward basis, they see that there is capacity for us to stay capitalized. That's the first. On the second question, I didn't quite catch it. But if we -- in the speed with which we accumulate capital now, we will have a lot of on cash on the balance sheet in the next couple of years. Yes. So certainly, we are cash generative as a business. So we will continue to build cash. We will continue to look at what the optimal options are, right? First, investments are in growth. That's where focus is but we'll continue to consider other options because over time, the goal in as much cash as posse can to make the right decisions for [indiscernible]. Okay, if there are no -- yes, there is one more question, Please.

Some comments even made on the call in terms of saying that they consider share buybacks. Is that really that consideration is effect that you kind of see to regulations tighten or best get this permission and this [indiscernible] might take 4 months something that is sort of keeping you away from being more clear [indiscernible] communication around.

I think we always have a responsibility to the right options are process-wise, there are steps we need to follor in a regulated environment that we are in. So there is a regulatory process involved. I think we would take certain allocation for the losses as we also need to follow, which is what we are doing now. So there are projects [indiscernible] regulatory landscape, the considerations, those are continuous for us as [indiscernible] what's right from a capital allocation perspective.

Okay. If it's okay, we -- and no further questions, then we go on to agenda Item 3A, which is a proposal to discharge the Management Board members from liability of the financial year 2025. This is a voting item. It's proposed to discharge the Management Board from liability for the financial year 2025. And maybe this is a good moment for us to comment on Mr. Martelen's questions about what the discharge is specifically about. Maybe our Company Secretary, Sue can answer this question.

Of course. So although the wording is slightly different than last year's agenda, the scope of the discharge has not changed. I also, to reiterate what Piero said, the discharge for liability is for the financial year 2025 as appears from the annual report and the materials have been made available to the general meeting before the adoption of the financial statements for 2025. And as last, for the avoidance of doubt, but I think he will pass on after for the Supervisory Board, this also includes the members, J van B and Delfin Rueda Arroyo Delfin, whose terms expired in January 2026.

Okay. Mr. [indiscernible]?

Just to understand this correctly interpreted on the minutes slightly. It's been consistent for 7 years awarding this year is basically taking off. It's changed completely. It's not slightly it changed. I mean it's in the document, and it's also my questions. So just a follow-up. So are you -- on the record saying that everything that is not known to the AGM, the shareholders at this point of time the shareholders. At this point of time, when they vote for 2A are not included in business doing so, is that a yes?

I think is the case, yes. Okay. Thank you. That's it. Okay. Any other questions about discharge for the management Board. Then agenda item 3B, propose to discharge Supervisory Board from liability for the financial year 2025. Any questions here? As I said, you can vote at any time, and I announce when the voting will be closed. And thank you [indiscernible] for your answers. If there are no further questions, we will now proceed to the next agenda item, which I would like to give the floor to [indiscernible], which is number 4, the proposed to remuneration of the Supervisory Board. Kiva, go ahead.

Thank you, Piero. The next item on the agenda is the proposal to amend the remuneration of the Supervisory Board, in line with the current Supervisory Board remuneration policy as adopted by the General Meeting in 2023. It is now proposed to make certain changes to the remuneration payable to members of the Supervisory Board. Agent Supervisory Board phase were last changed in 2024. Since then, market percentiles have increased in our peer group on average, 10% to 15%. It's now proposed to change the remuneration of the Supervisory Board to improve market positioning towards the median of the peer group and strengthen Adyen's ability to attract and secure top-tier talent in an evolving market. As you can see on the slide presented, we've outlined the current fees against the market median alongside the proposed fees. The proposed fees move towards, but remain below the median of our peer group [indiscernible] physician health. This change is intended to be future-proof, meaning it's designed to hold for multiple years against market movements. If a great these changes will enter into fourth from first of January 2026.

Thank you, Kiva. Are there any questions about this proposal? If there are no questions, then we will proceed to the next item on the agenda, which is Item 5A, proposal to reappoint Pieter van der Does as a management board member. Peter Co-Founder of Adyen in 2006. Under his leadership, Adyen has evolved from an Amsterdam-based startup into a global financial infrastructure. It is now proposed by the Supervisory Board to reappoint Peter as its current 4-year term will expire in June 26. If reappointed this new 4-year term will run until the end of the 2030 General Meeting. If there are no hands raised, I will proceed 5B proposal to reappoint rural Roelant Prins as a management board member. It's also a voting item. -- as a Managing Director of Adyen. Roelant is the Chief Commercial Officer, overseeing Adyen's global commercial strategy and revenue operations. Roelant joint Adyen in 2009 and played a key role in building the company's commercial engine. If we appoint Roelant's new 4-year term will run until the end of the 2030 General Meeting. I would now like to ask any questions related to both appointments. If no questions, then we will proceed. Then we go to the end item 6A, which is the proposal to appoint [indiscernible], a Supervisory Board member. I would like to give the floor to Kiva as the Chair of the Nomination and Remuneration Committee for this agenda item.

Thank you, Piero. So the Supervisory Board nominated [indiscernible] for appointment as a Supervisory Board member. It's proposed to the general meeting to appoint Herna effective provides of this general meeting. for a 4-year term until the end of the 2030 General Meeting. Herna brings more than 30 years' experience in executive and nonexecutive leadership roles. Here is a member of the Supervisory Board at Royal Philips [indiscernible], where she acts as Chair of the Remuneration Committee and member of the Audit Committee. Previously, she has served as the Chief Executive Officer of PostNL for over a decade until 2025. She held the Supervisory Board position at ING Group NV until April 2026. And there, she acted as Chair of the Remuneration Committee, member of the Nomination and Governance Committee and member of the Risk Committee. Before these roles, Herna held various supervisory positions across listed international companies. The selection and nomination process supported by an external executive search firm was conducted with great care and clear objectives to identify a seasoned chair, successor capable of guiding the Supervisory Board through the complexities of a high-growth global fintech company. As a Supervisory Board, we sought a highly experienced nonexecutive profile with deep understanding of both financial services and the technology landscape. The Supervisory Board has nominated [indiscernible] in view of her extensive experience across various relevant industries. Her appointment leverages for a comprehensive knowledge of strategy, people and culture, risk management, reporting, audit, regulatory compliance, Investor Relations and corporate governance at listed companies. The Supervisory Board intentionally sought a nonexecutive candidate and someone with close proximity to Amsterdam to maintain the frequent informal and in-person interactions with the management board that have proven highly effective in the past. The CEO, Herna developed strong market leadership while navigating regulatory complexity. She scaled her organization internationally across markets in Asia Pacific, North America and Europe and she led the transformation of the tech stack by evolving a physical post business into a technology firm, all whilst managing a large global e-customer but e-commerce customer base that, in many ways, overlaps without Adyen's customer base. And with over 15 years of supervisory experience in the financial services and the tech industry, we believe her track record is a distinct strength and we're very confident that Adyen will benefit from her broad knowledge and judgment as Adyen continues to scale. Herni proposed appointment of Supervisory Board member and Chair Elect has been formally approved by the Dutch Central Bank. Hana's remuneration will be in accordance with the company's Supervisory Board remuneration policy. Upon her appointment, Herna will become a member of both the Audit and Risk Committee and the Nomination and Remuneration Committee. She will take over from Piero Overmars as Chair of the Supervisory Board upon the expiry of his current term at the end of this year. And the overlapping period will be used for an extensive handover.

Okay. Thanks for that introduction, Kiva. I may I ask you to say a few words.

Of course. Thank you, Piero. Thank you, Kiva. Dear shareholders, it's a privilege to be nominated to join the Adyen's Supervisory Board, and I'm looking forward to closely work, of course, with the management board and with the Supervisory Board. I will do my utmost to support again its Board and of course, its people to further scale the unique platform this company has and deliver real value for its merchants globally, continuing their success going forward. The agent people I met so far, and it's quite a few, showed me that their loyalty to Adyen, their unique culture and also their creativity and knowledge further underpins my confidence. I finally would like to say that I'm looking forward to eventually succeed Piero as Chair of Adyen Supervisory Board; and of course, as said by Kiva that will happen after a thorough handover process. Thank you.

Okay. Thank you, Herna. I would like to add that I'm looking forward to the upcoming transition phase as we manage the handover of the Piero to Herna. Are there any questions about the appointment for Herna? If there are no questions, I would like -- again, I've been asked in my script to remind you every time that you can still vote but I know you, by now, know that. So then we will proceed to the next agenda Item 7a, which is the authorization to issue shares or grant rights to acquire shares. Next item on the agenda is the renewal of the mandate of the management board for the issuance of shares up to a maximum of 10% of the share capital with the approval of the Supervisory Board. This mandate is in line with market practice and corresponds with the authorization yearly granted by our general meeting. Agenda 7B is the authorization to restrict or exclude preemptive rights linked to the -- to 7A with the approval of the Supervisory Board to -- sorry, let me be precise, to authorize the management board with the approval of supervisory Board to restrict or exclude preemptive rights that will be issued on the basis of the previous authorization and is authorization to acquire own shares. The next authorization on the agenda is the renewal of the existing mandates to the Management Board to buy back shares under conditions detailed in explanatory notes to the agenda as published on Adyen's website and 7B, which is proposed to cancel shares in case of share buyback on the basis of the previous authorization, it is proposed at the general meeting approved that such shares may be canceled by the Management Board with the approval of the Supervisory Board to the extent such shares are not used to cover obligations under employee equity plans. I'd now like to invite you to submit any questions about these authorizations. If there are no questions, then we will proceed to the next item, which is the last agenda item on today's agenda. And after this, I will announce that we will close the vote. So agenda Item 8A is the proposal to reappoint PwC as external auditor for the financial year '26. So that's the last reappointment and also 8B, which is the proposal to reappoint PwC as external auditor to provide assurance on the sustainability statement for the year '26. Are there any questions about these proposed reappointments for PwC? No, then we will proceed to the next item and this is the near to final voting item on the agenda. Please note that this is your final opportunity to vote. We will be closing the voting after next agenda item, which is the proposal on the agenda to appoint EY as the external auditor for the financial year '27. The next item on agenda is proposed appointment of EY. I would like to give the floor to [indiscernible] Grade, our Chair of the Audit and Risk Committee to introduce this agenda item, Adi.

Thank you, Piero. PwC will reach its tenth tenth year acting as Adyen's auditor when they complete their audit work for finance year '26. Because of the manager rotation rules, cn needs to the system to a new firm after. To make sure we have a smooth and timely decision, the audit and risk committed kick off this selection process in 2024 and put together a dedicated selection committee to guide this effort. This committee included a share of the Audit and Risk Committee at the time Delfin, [indiscernible] Chief Financial Officer; the Senior Vice President of Group Finance and representatives from key team. I'd like to share some color on how that process works. The committee started by inviting the see other big 4 firms, along with on second-tier order firm to participate. Ultimately, two big 4 firms moved forward in the selection process. The committee did a very thorough review of the proposals and held four presentation rounds, where both firms walked us team to their audit approach and introduce our teams. The committee evaluated the audit plan to get a few key criteria, the strength of the proposal lead partner and audit team because culture fit with Adyen and how competitive and well-structured the [indiscernible] were. After evaluating everything and verifying their independence, the Selective committee concluded that ENY was the clear choice. They demonstrated the highest level of qualification, diligence and overall alignment with what Adyen needs as we continue to grow. You can also find more details on the full selection procedure in the explanatory nodes for today's agenda, which is published on the website. On the basis of the advice from selection committee, the Audit and Risk Committee recommended the Supervisory Board to nominate E&Y as Adyen's new external auditor for the financial year 2027. That recommendation has been followed by the Supervisory Board. Therefore, is our proposed Annual General Meeting to formally appoint ENY as Adyen's new external auditors for the financial year 2027.

Thank you, [indiscernible]. Are there any questions about this? [indiscernible], you can go ahead. Sorry. Yes, sorry, you were first. [indiscernible] go ahead. And please introduce yourself.

[indiscernible], private investor. Just had a question about the [indiscernible] because I cannot for vote for this. Okay. I tried to vote for PwC and not to vote for this.

The logistics team will help you there. So please have a look. And in the meantime, with the microphone, Mr. Martin has a question on this as well.

Has EY completed the engagement acceptance?

The answer is yes. Okay. Thank you. Do other shareholders have the same issue with the voting on [indiscernible]. Yes, okay, others have the same issue. Okay. Who can help us out here. So I don't have the box. I can't see what the problem is. Can so Mr. [indiscernible], can you help out. Explain to the room what the issues and how we will solve it.

[indiscernible].

Thanks for the suggestions. If that's okay.

It's just the way it's shown on the devices, it's correct in the system. So 8B is [indiscernible].

Is it okay from a procedural perspective to vote by hand. Of course, but then that's additional votes in the -- that's complicated. So let's -- we can do the handholding as you suggest. So may I ask the people to the shareholders to raise their hand if they are in favor of the appointment of EY external auditor to provide assurance to do the accounts for 2027, the shareholders in favor? Shareholders against? shareholders abstaining? Okay. And then the 8B proposed to appoint EY as the external auditor provides [indiscernible] on sustainability statement for the financial year '27, the shareholders in favor, please raise your hand. Shareholders against? No votes against and abstaining also looks. Okay. Thank you very much. Are there any other questions? As this was the last voting item on the agenda. The closing votes will be shown on the screen in a minute. Are there any other matters, any one of the shareholders would like to raise? If not, Yes, please wait for the microphone.

Maybe one small 1 on what [indiscernible] said. He said we would the auditor for 10 years. We've been the auditor longer, but the regime to be there for a maximum of 10 years started accounting 2017 when the company paid the banking license. So that's when the 10 year start counting and our last year will be 2026.

Okay. Thank you very much for that clarification, [indiscernible]. Yes, we will now show the final voting results on the screen. When the vote is closed. I will not go through all the numbers in detail because it will take a while, but as you can see, I'm pleased to inform you that all the agenda items have been adopted with the required majority of votes. So I am very happy that all or proposed appointments for Peter Roland Hena, have been approved. I'm personally very happy about that. I'm happy about -- on behalf of my colleagues in the Supervisory Board to have such fantastic people on board in our firm. And with that, the voting procedures done. I would like to thank all of you for your participation and contribution to this general meeting. And I would like to proceed to the closing of the meeting. I declare the meeting closed at 10:52 hours. Thank you.