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. The Management Board currently consists of seven members, Pieter van der Does, Co-CEO and Co-Founder, Ingo Uytdehaage, Co-CEO, Roelant Prins, the CCO, Chief Commercial Officer, Mariëtte Swart, the CRCO, 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 Mariëtte are pleased to join me here today. The Supervisory Board currently consists of five 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 Suze Derkse, 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 31st, 2026. He will leave Adyen to pursue an external opportunity outside of fintech. 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, 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. The Adyen Supervisory Board will initiate a comprehensive search process to identify his successor. Adyen will provide updates on the search process in due time. 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 a 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 three 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 number two.
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, Martijn Jansen, 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 reassess 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. The 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 regulators 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, extending our tech hubs and local teams to help business manage growing digital and regulatory demands. In India, we continued 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 toward 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. 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 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 presentations. As the 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, non-financial 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 interests of Adyen stakeholders and its focus on sustainable long-term value creation as is implemented in Adyen 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 seven regular meetings, Audit and Risk Committee for four meetings, and the Nomination and Remuneration Committee, also four 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 risks, compliance, control frameworks, the preparation of the Investor Day held on the 11th of November 2025, and the preparation of the annual meeting of today. You can understand we've not been bored 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 reviewed 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 2024's key themes, its 2025 focus areas, and strategic actions for 2026. 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. Martijn.
Dear shareholders, my name is Martijn Jansen, 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 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 two key audit matters in our opinion are the design and effectiveness of IT general controls and risk of overstatement of non-interest 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 non-interest revenue. Non-interest revenue generated by the group includes processing fees, settlement fees, sales of goods, and fees for other services related to processed 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 three-way match prior to settlement to, or collection from merchant. In addition, we have performed substantive 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. We found management's 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. We pay 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 attention and I hand the floor back to the Chair.
Okay. Thank you, Martijn, for this explanation. 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, for all the items throughout the meeting. 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. Naus, the floor is yours. Oh, I'm sorry about that. Please.
Yeah. Okay. Sure. Indeed, I've shared the questions already up front to the meeting.
Thank you.
My name is Luca Naus, and I'm here on behalf of the VBDO, so the Association of Investors for Sustainable Investment. I've shared three questions related to ESG. One question related to climate change. Can you maybe hold it a bit low? Yeah, thanks. Yeah, we have seen that Adyen has targets in place for the GHG emissions, which are aligned with the SBTi, so science-based targets. 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.
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. We want to ask if Adyen could elaborate a bit more on how you're planning to assess whether suppliers indeed adhere to that question of paying living wages and what kind of disclosures investors can expect on that in the next annual report. The last question related to the CSRD. For the sake of transparency, the VBDO is kind of a recommendation, and we are wondering whether Adyen is willing to take it up.
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.
Okay.
Many thanks.
Thank you for your questions, Ms. Naus. I apologize for addressing you in the wrong way. There's three questions. First, on climate change, Ethan, if you can take that one. Mariëtte, after that, you can take the question on living wage. Ethan, back to you on CSRD. Yeah. 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.
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. Indeed, we changed the requirement of minimum wage to a living wage. We got all of our vendors to sign it, so that's a good thing. We are now working together with the vigilance platform to get all of the information in to see whether our vendors and suppliers actually adhere to that standard and comply with that standard. Based on that information, we can make an assessment whether an additional onsite audit is required. 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. To be confirmed next year. Thanks.
I'll take the third question on stakeholder engagement. We currently are not considering doing that. It's neither a regulatory requirement or something that we see with our peers. 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, Mariëtte and Ethan. I would now like to give the floor to Umadiam for their questions that you shared ahead of the meeting. Mr. Sobral, the floor is yours.
Thank you very much. Good morning. My name is Manuel Sobral. I work for Robeco, and I also speak on behalf of Triodos 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's been with the company since 2016, and best of luck to Ms. Herna Verhagen, who's been nominated as a new member of the Supervisory Board. We have two 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 improvements 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. 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'd 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 timelines involved and the execution risks are particularly important.
Could you share your expectations for the integration of the two companies and how you are preparing to manage potential risks that may arise from this process?
Okay, thank you for your questions, Mr. Sobral. First, on guidance. Ethan, can you comment on that? The second question on the integration, risks and process, Ingo, you can take that one, right? Okay, Ethan, go ahead.
Yeah, sure. First on guidance. First, we very much value transparent and open communication with our shareholders, and feedback is always appreciated. 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 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.
We hope that this change in our guidance setup will be helpful to shareholders.
Yes, 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 Talon.One end, are working on this. We will do it phased. One of the things that we want to make sure is that we keep the core operations separate in the first year to make sure that they can keep the speed as they have working with their customers. At the same time that we make sure that we start to build what is basically demanded from our customers.
We'll 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. Yeah, 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. The 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.
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. 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 toward 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. 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.
The second question is for Adine, a 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? Adine.
Yes. I'm just going to put this on. Of course, we take this very seriously. The Audit and Risk Committee has to form the oversight in accordance with the Dutch Governance Code and the Dutch Civil Code. Those duties include supervision of the integrity and adequacy of financial reporting, and effectiveness of the company's internal risk management and control systems. Based on this review, no issues requiring disclosures were identified.
Okay. The third question, Mr. Martensen asks what other revenues. There's a big piece of other revenues, Ethan, why don't we disclose more what's in there?
Sure. 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, next question is also for you, Ethan. Mr. Martensen asks about the geographical profit concentration. What transfer pricing methodology do we use geographically?
Yeah. 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, on that same issue, Ethan, Mr. Martensen asks 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 Martijn, our external auditor at PwC. Have you considered the issue of transfer pricing in the context of audit risk? I know you like technical questions. Can you come over here, please? 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 specialist and there were no indications that there was anything wrong with that. The conclusion was that we concur.
Thank you. Next one for Ethan as well. How much of the company profit is taxable under the innovation box?
Sure. As I'm sure you can understand, Adyen observes applicable confidentiality requirements and does not disclose tax confidential information.
I will have a question for you again in a moment, Martijn. First, our segment reporting, Ethan, is that consistent with IFRS 8?
Yes. 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. The final question for Martijn, 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. I can confirm also there that we concur with the reporting on that.
Thank you very much. I now open the floor for other questions related to the annual report of 2025. Who may I give the floor? Mr. Martensen, I've already taken many of your questions. I will first allow other shareholders, and then I will give you the floor. There was a hand on the right-hand side of the room.
Yes. Hi, good morning. My name's James Mudding. I am here on behalf of European Investors- VEB. 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. It came as a surprise. It was unexpected. 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. I was wondering if whether you might have communicated differently on that part.
Lastly, tied to this, I was looking at the remuneration report, and of course, I think many people will notice that you're pretty conservative. I think that's very Dutch and 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. 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 four year cycle, and then to have this happen the day before the AGM is unfortunate, and it was a surprise. Maybe, Ethan, the question is, was there any other reason other than what was in the press release for you to leave the firm? I think it's a good moment for you to just be very clear about that. Thank you.
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's on and the strategy. There was no other reason to speak of.
Okay. Then second element of your question was about 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. Maybe, Ingo, you can say something about the guidance.
Yeah. We have a guidance given for the year 2026. We can reiterate that guidance. There is no change in guidance as a result of this leave of Ethan. This is a reiteration of all our financial objectives. On net revenue, EBITDA and CapEx.
Okay. 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. Maybe, Caoimhe, 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, indeed, point 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. We'll talk about that when we come onto the remuneration report for 2025. We do have a policy that has significant headroom in it that allows us, we believe, to attract the best-in-class global talent. 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 the tech industry in California. 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. There are a few hands here. Yes, please.
Thank you. Sorry, how can I see everybody? Good morning, Mr. Chairman, Witten Bercks, private investor from Amsterdam. I have three questions, of course. 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've come 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 prospect, et cetera, going forward. That's the first question. The second question, which is of 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, of course, Dynamic Identification as the third one. 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? I can understand your current clients are regularly moving towards these new developments. That would make sense to expect that. Finally, Mr. Chairman, I'm not sure if this is the right moment to address that subject, Mr. Tandowsky responded to that element in his contribution. It concerns capital allocation, we've heard your media representative stating that element briefly, it's my opinion that the share price is substantially undervalued.
Not only mine estimate, but I found out that about eight well-known analysts have share price targets with an average of EUR 1,500+ , 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 if a share buyback program would be appropriate. 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 very much.
Okay. Thank you, Mr. Bercks, for your questions. The first question is about the verticals. Maybe, Ingo, you can elaborate on that, please.
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's more and more specialization in a different type of industries that we're active in. Think of retail, F&B, food and beverage, hospitality. 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. That's also in the external reporting, we make the distinction between the verticals I just mentioned, digital, unified commerce, and platforms. In a way, how we're currently also working internally, we make more of a distribution to the different industries to make sure that specialization is there.
Okay. On your second question about the new developments, Uplift, Dynamic Identification, Intelligent Money Movement, maybe, Pieter, you can elaborate on these products. Ethan, the question was, will these lead to an increase in our guidance for this year? Maybe you can take that part of the question after that.
I think 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. I can also take the guidance question. I think that doesn't change our guidance. That's how we keep winning. It's a necessary investment, but it's also an investment where I think we have a comparative advantage due to our infrastructure setup.
Yeah. Why don't you go ahead, Mr. Bercks? You have the mic, but I would prefer you keep the microphone in hand, Mr. Bercks. That's how we like to do it.
Oh, fine. Sorry.
Yeah.
No problem. The thing is a matter of acceleration, because they are all three pretty new introductions to the market. Thus, it should make sense that these take some time to get included in your total network. The thing is that these new innovations, which you made the investment beforehand, would take an acceleration in your profitability. Am I right? 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. Thank you.
Okay.
I can take that one.
Yeah, go ahead.
In general, we expect our profitability profile to increase, right? We've given guidance that we expect to be above 55% by 2028. 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. 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. We'll continue to make investments. 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, your third question was about capital allocation. In your view, we're too conservative. Ethan, I think you can also take this question.
Again, I think if I just reiterate what I shared earlier, we are very much focused on driving shareholder value. We think we can drive the most shareholder value through growth. 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. Also, it gives us the opportunity to capitalize on opportunities that may arise. For instance, the Talon.One 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 the most shareholder value.
We'll continue to do that and that will remain our focus.
Okay. Mr. Martensen, yeah, let's first go to others.
At a later stage in the agenda.
Sorry, what is the topic? On capital allocation. No, we can stay here. Go ahead.
It depends on creating shareholder value, we fully agree. Looking at total shareholder return, which is a valuation of Adyen, we have 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 a later stage in the agenda. Thank you.
Yeah, that's fine. We're, of course, always listening to suggestions from our shareholders. I know Mr. Martensen has raised his hand. Anyone else? Yeah. Mr. de Mol from Otterlo.
It's very nice. I'm having an assistant holding my microphone. Thank you very much. Mr. Chairman, I have two questions. One question for Pricewaterhouse and one for the board. When I analyze and read the annual report, it has 233 pages. Of those 233 pages, about 114 pages are about sustainability and governance, which I think is fine. 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 two pages? My second question is to Pricewaterhouse. You talked a lot about risk assessment of the company, but you didn't mention the segregation of client assets. Did you analyze that and review that as an auditor? I presume that's one of the key risks at Adyen that that's done properly. Thank you.
Okay. First question about the balance in the report between sustainability on the one hand and the financial review on the other, maybe, Ingo, you can take that one.
Yeah. Thank you for your feedback. I think it's neat, a good observation that there might be a shift of balance to sustainability. Of course, we'll take your feedback into account and see if we can expand on the financial review next year. Let us have a look at it. Thank you.
Okay. Second question for PwC, Martijn.
Thank you for the question. I think it's a fair question. We perform actually quite a lot of work around the internal controls when it comes to cash streams and positions. I mentioned, for example, the confirmations that we do so that the existence of the assets is actually there. Hopefully, that's an answer for your question.
Okay. Thank you. If all the shareholders have asked their questions, then Mr. Martensen, you raised your hand again. You have further questions?
Actually, two questions. I appreciate the opportunity. As you addressed a court case, I just want to comment on that before. It is correct, it was a procedural witness hearing regarding an IP matter that got launched in the Dutch court. It was not approved as a procedural, not on merits. You also mentioned foreign courts. Maybe you should have mentioned that there was a court order from federal court on the 5th of June 2024, which was issued for what you call the 1782 discovery, which is yet ongoing because Adyen decided to object it. It is not clear yet. Let's see the outcome. I think as a note to that, I think that was important. My questions are quite straightforward.
For seven years, in regards to the items 3A and 3B, for seven years since the IPO, the wording of this charge was limited to matters disclosed to shareholders. 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 period extended, a few months ago, Ethan is leaving, the question is, will the board confirm on the record that any discharge granted today, the votes, which is done today, will not be relied upon matters that are not known to this AGM and reasonable appearance to this meeting before they vote? 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 questions, if I may, directly, you just reminded me about last year's AGM, on the refusal and unrelated questions, and it was in the minutes and now will be in the minutes again. It was stated that the material which was handed in was reviewed by auditors, forensic investigators, and external counsels. Since that day, I have carried out three forensic reports. Alvarez & Marsal, which is a relatively well-known forensic firm, the BOLT law firm, cassette of Netherlands, and a criminal lawyer of Vladimir Ough's well-known memorandum has been formally served to the board, PwC, EY, and the incoming Chair. They were received because it was done by bailiff. My question is, what happened next?
Can the Supervisory Board, because the document that there is a written reconciliation of the last year's no merit, and were they included in the PwC assessments this year and the Audit and Risk committee when they reviewed and the incoming chair's handover? Basically, the materials which were served, have that been reviewed, and is there, in that case, an other forensic firm that you can mention, name, date, that actually have carried out a contradiction report to what I handed in. I think I would say that is everything for me. Thank you.
Okay. First, your comment on legal proceedings is noted. You have a question on the discharge. We will have that later on the agenda. We will address that point. As I mentioned, all allegations, all documents that you handed in have been reviewed by our teams, have been discussed in the Audit Committee, have been reviewed by PwC. They have led to the way we've responded to your questions.
My statement from me was external counsel and forensic investigation. Is it just reviewed by your internal team?
I have not used those words today.
No. I have it on the minutes from the last year, so I can provide it.
Correct. I would like to leave it at that.
Okay. Thank you.
Okay. Any other questions? Mr. Mudding .
Thank you. James Mudding on behalf of VEB. Two more questions, please. If you look at the current stock market valuation, of course, as you read the press, there's a big valuation disconnect between Adyen and Stripe. I was wondering, what's your thoughts on that in terms of what can you do about it strategically? What can you do about it operationally? What can you do in your communication? What can you do in any form to 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's a lot of attention around presenting this as Adyen having a service zero-sum battle with Stripe and companies like Checkout. I think if you look at the long term, a lot of the story is still about wallet share gain.
Can you give some more insights into the longevity of the wallet share gain, against, for example, legacy players?
Yeah. It is not our habit to talk about individual competitors. Maybe, Ingo, you can say a few words about the competitive landscape and our wallet share gain developments going forward.
Yeah, sure. 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 our products better, I think most important is that we keep listening to our customers. If you look at our share of wallet growth with our existing customers, that's still the most important part of our growth. That is the area that we focus on. 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. That's how we look at a Management Board level at this topic.
Yeah. You have a follow-up question?
Of course, I understand that you don't want to make those calls about valuation, et cetera. Maybe just indeed looking at Adyen. If you look at, of course, how you have this guidance for 2026, 20%-22%. If you look at what is implied probably in the share prices and you look at all the sell-side 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. I think that's not what you're looking for. If you look at the Investor Day, you're still talking about 20%+ growth. My thing is 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 wanting to believe. That also ties to the wallet share gain story.
Yeah. Okay. Thank you. Ingo, can you also take this question?
Yeah, sure. In the past, we've worked with the guidance across multiple years. I think the consistent feedback from investors was not helping to get better clarity on individual years. 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 expect that the company will grow about 20% for next coming years. That gives also a view on how we internally look at our growth. Of course, our purpose of giving that indication is that analysts will take that into their models because they believe us. Apparently, if there is a mismatch, the only way to convince people is to keep delivering. That's our focus on.
That is also what we do as a Management Board, making sure that we keep delivering on our results. The first result that we are going to deliver is 2026. All our focus is on building the business for this year.
Okay. Thank you. If there are no further questions, I realize there's one aspect of Mr. Martensen's question that I haven't properly answered, which is, you've asked if PwC has reviewed and maybe, Martijn, you can still comment on that.
Thank you for the question. Indeed, we've received a large volume of communications. As an independent auditor, we have a responsibility to take all that information into account. What we do is we perform inquiries. We ask the company for their position, and we perform our independent testing. Where needed, we are supported by specialists, as you can read in our opinion. This includes also forensic specialists. Based on the work performed for the 2025 annual 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, I would like to proceed to the next item on the agenda, which is item 2B, a proposal to adopt the financial statements 2025 for 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 voting, 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. 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 of the agenda items, and we will 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. Are there any questions about these agenda items? Okay. If there are no further questions, we proceed to agenda item 2C, which is the proposal to advise 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 Caoimhe Keogan, our Chair of the Nomination and Remuneration Committee, to provide an explanation. Caoimhe.
Thank you, Piero. The remuneration report over the financial year 2025 has been prepared in accordance with Dutch law and is available on Adyen'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 continued 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 contributes 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 the remuneration of all Management Board members remains 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 step adjustments were 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, Caoimhe. I would like to invite you to submit any questions pertaining the 2025 remuneration report, if you have any. Can I? Please, Mr. Sobral.
We have two questions on this proposal. First one, we believe that the current remuneration policy has merit, but we see further opportunity to strengthen incentives around performance. Does the Supervisory Board have any plans to place more emphasis on performance-based or share-based variable compensation for all members of the Management Board? Here I want to clarify that we don't necessarily mean just short-term, but also for long-term objectives. My second question, in light of recent composition trends in the United States and given Adyen's 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?
Yeah. Okay. Thank you very much for these questions. Caoimhe, if you can take both. First, are we considering variable compensation, short-term or long-term? Secondly, how do we look at the upward pressure on compensation, especially in the U.S.? Caoimhe?
Thank you for both those questions. On the first one, 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 receive share-based compensation as part of their remuneration package. As such, we believe their interests are therefore aligned with the shareholder experience, which is a key tenet of building for the long term. In terms of amending our remuneration policies, we're coming up for that renewal cycle. 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 advisors. I'm looking forward to that conversation towards the end of this year in preparation for next year's AGM.
We'll take your feedback, and we will have that opportunity for further discussion on appropriate Management Board remuneration then. On the second point about compensation trends, it is 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. 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 is the right balance.
I think the 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, to fewer than 40% of that benchmark. Again, as demonstrated in our 2025 annual report, the remuneration of the Management Board remains well below the median of the benchmark, and we do reserve the right. We think it's appropriate that we make adjustments as needed, to ensure that Management Board remuneration does remain competitive.
Okay. Thanks for that answer, Caoimhe. Is there any other question about remuneration report? We will now proceed to the next agenda item. Please also, again, be reminded that you can vote on all items throughout the meeting. We would now like to move to the next item on the agenda, which is explanation of the dividend policy, which is item 2D. This is a discussion item, not a voting item. Pursuant to the dividend policy as published on Adyen's website, earnings are used to support and finance Adyen's growth strategy, as Ethan has elaborated on earlier on. In the future, the Management Board may assess the relevance of paying dividends in light of its strategy to grow the company through investments in its people, processes, and systems. I would like to invite you to submit any questions on this agenda item. Mr. Bercks.
Yeah. Mr. Chairman, a clear question. Do you consider to start paying dividends?
Okay, this is a question for the Management Board. Ethan, while we have you at the table still, please take this one.
We consider all of the options that are right from a capital allocation perspective. 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. Of course, we consider all options, in terms of optimal capital allocation decisions.
Let me continue, because it puzzles me a little bit, Mr. Chairman. When looking at your operational report and performance, you are working on new products which are aiming to help your clients to manage money more efficiently. That's, of course, a great task and great effort. What you fail to do is manage your own capital position in a way that you're, in my opinion, extremely over-capitalized. In that respect, it's probably the right moment to switch to annual report page number 157, where it gives your consolidated statement of comprehensive income. 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 status 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 were a private company. The thing is that today, looking at a shareholder's position and return to total shareholder return, has become increasingly negative, which is in contrast with the great performance of the company, which strikes me as odd. As I mentioned in my first part of my questions, it appears that there's a discount of over 30%, which I think is material. 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. With that big deviation, it comes to mind, isn't there room either to start paying dividends?
I'm of the strong opinion that all the elements you mentioned in order to be able to continue providing the company the sufficient means to develop your strategy, and I'm the first to adhere to that because I agree, 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 Talon.One will go along that the selling shareholders will also become shareholder in Adyen. It may happen that these will be paid issuing new shares, if possible. That will be one of the possibilities. If these shares are undervalued, it would mean a dilution of earnings per share growth. That's what's currently the risk, which comes with holding on to a capital allocation policy, which in my view is inadequate.
Maybe you can comment on that. Thank you.
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 Ingo to comment. We are a bank, we have quite some regulatory capital requirements. It's not like all the capital that's there is available for anything else. We've spoken about the importance of the credit rating. Ethan has already mentioned that. We do need capital for that. We need capital for growth of the company, which you've also acknowledged. There's also inorganic opportunities like Talon.One that we've discussed. Let me conclude, I know, too, Ingo, that you think that we're too conservative. We're not commenting on the share price. The share price is for the shareholders to decide on. We note what's going on, we've noted your comments.
Maybe, Ingo, you would like to say a few more words.
We're still in a high-growth mode, and investing in the business, and I think that is a very important starting point. 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. I think that is a very important starting point for us as a Management Board. First look at, okay, how can we organically grow the company? Are there any adjacent areas like Talon.One where we can expand? Of course, it's always the question like, what can we do in addition to that to make sure that we have the right capital allocation approach?
We think that our current approach is the right one and we will continue to evaluate that going forward.
Okay. Thank you. You have a new thought, or are you going to reiterate? Final remark. Please go ahead, Mr. Bercks.
Just the one observation, that total shareholder return has been negative for some time. That's a clear disparity with the view expressed by the company, which aims at growing the company's value. That would, in my modest opinion, urge for a closer look at the opportunities available within your structure. I'm not asking to move up to risky ratios which may endanger your freedom to move and make acquisitions like Talon.One. There is, not only in mine, but other investors and probably also potential investors in Adyen who won't buy the companies because they see this is an inadequate capital allocation policy which keeps down the share price. If that goes along with remuneration policies which are linked to a too low in valuation, that may harm, in the end, the growth of the company. That's my concern.
It can easily be adopted because, like you do for your own clients, look at your capital structure, can it be made more efficient? That's my pledge. I would love to invite you, maybe if we have next year another discussion and see how we're going forward. Thank you.
Okay. Thank you for your questions, your observations, and your plea, and well noted. Mr. de Mol of Otterlo.
Two small questions. One is, how much is your regulatory capital at the moment? The second question is, if you meet your targets for 2028, my calculation is you will have about EUR 13 billion of net cash on your balance sheet, which will equate to about 40% of your market cap. Would you say that that's too much, or do you think that's appropriate? Thank you.
Okay. First question, Ethan, maybe you can take both on regulatory capital and secondly, are we going to accumulate cash forever? Is in fact your question.
Yeah.
No, we understand your question. Thank you.
I think you'll try to support yourself with cash.
Thanks. We disclose through our Pillar 3 reporting the levels of regulatory capital which are required. We have sufficient headroom compared to those regulatory ratios. 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.
If we, in the speed with which we accumulate capital now, we will have a lot of own cash on the balance sheet in the next couple of years.
Yes. 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, r ight? First investments are in growth. That's where our continued focus is. We'll continue to consider other options, because over time, the goal is not to accumulate as much cash as we possibly can, it's to make the right decisions for growing the business and for shareholder returns over time.
Okay. If there are no- Yeah, there's one more question. Mr. Mudding.
Yeah. Maybe to go back to some comments Ethan made on the call, in terms of saying that they consider share buybacks. Is that consideration really tied to the fact that you cannot say more tied to the regulations, tied to the Dutch Central Bank having to give this permission, and that this process might take four months to say so? Is this really something that is keeping you away from being more clear in your communication around this? Is that the problem, to say so?
Ethan?
Sure. I think we always have a responsibility to consider what the right options are for the business. That's something that we take responsibility for and continuously consider. Process-wise, there are steps we need to follow given the regulated environment that we are in. There is a regulatory process to follow if we would take certain decisions related to capital allocation. For instance, for Talon.One, there are processes we also need to follow, which is what we are doing now. There are processes that need to be followed given our regulatory landscape. The considerations, those are continuous for us as a management team. We have a responsibility to do what's right from a capital allocation perspective.
Okay. If it's okay and no further questions, then we go on to agenda item 3A, which is 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. Maybe this is a good moment for us to comment on Mr. Martensen's questions about what the discharge is specifically about. Maybe our Company Secretary, Suze, can answer this question.
Of course. Although the wording is slightly different than last year's agenda, the scope of the discharge has not changed. To reiterate what Piero said, the discharge for liability is for the financial year 2025, as appears from the annual report and the materials that have been made available for the general meeting before the adoption of the financial statements for 2025. As last, for the avoidance of doubt, but I think you will pass on after, for the Supervisory Board, this also includes the members Joep van Beurden and Delfin Rueda Arroyo, whose terms expired in January 2016.
Okay, Mr. Martensen.
Thank you. Just to understand this correctly and to have it on the minutes, it's not slightly, it's been consistent for seven years, exact wordings in annual, and this year is basically taking off. It's changed completely, it's not slightly. It's changed. It's in the document, it's also in my questions. Just to follow up, are you on the record saying that everything that is not known to the AGM and the shareholders at this point of time when they vote for 3A are not included in this? Is that a yes?
I think that's the case, yes.
Okay. Thank you. That is it.
Okay. Any other questions about discharge for the Management Board? Agenda item 3B, proposed 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. Thank you, Suze, for your answers. If there are no further question, we will now proceed to the next agenda item, which I would like to give the floor to Caoimhe, which is number four, the proposal to amend the remuneration of the Supervisory Board. Caoimhe, 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. Adyen Supervisory Board fees were last changed in 2024. Since then, market percentiles have increased in our peer group on average 10%-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 for each position held. This change is intended to be future-proof, meaning it is designed to hold for multiple years against market movements. If agreed, these changes will enter into force from 1st of January 2026.
Thank you. Caoimhe, are there any questions about this proposal? If there are no questions, we will proceed to the next item on the agenda, which is item 5A, proposal to reappoint Pieter van der Does as Management Board member. Pieter, 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 Pieter as his current four year term will expire in June 2026. If reappointed, his new four 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 Roelant Prins as 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 joined Adyen in 2009 and played a key role in building the company's commercial engine. If reappointed, Roelant's new four year term will run until the end of the 2030 general meeting. I would now like you to ask any questions related to both appointments. If no questions, then we will proceed. We go to, again, item 6A, which is the proposal to appoint Herna Verhagen as a Supervisory Board member. I would like to give the floor to Caoimhe as the Chair for the Nomination and Remuneration Committee for this agenda item.
Thank you, Piero. The Supervisory Board nominated Herna Verhagen for appointment as a Supervisory Board member. It's proposed to the general meeting to appoint Herna effective per the date of this general meeting for a four year term until the end of the 2030 general meeting. Herna brings more than 30 years' experience in executive and non-executive leadership roles. Herna is a Member of the Supervisory Board at Royal Philips N.V., 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 a Supervisory Board position at ING Group N.V. 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 Board positions across listed international companies. The selection and nomination process, supported by an external executive search firm, was conducted with great care and clear objective 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 non-executive profile with deep understanding of both financial services and the technology landscape. The Supervisory Board has nominated Herna Verhagen in view of her extensive experience across various relevant industries. Her appointment leverages her 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 non-executive 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. As 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-commerce customer base that in many ways overlaps with Adyen's customer base.
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. Herna's proposed appointment as Supervisory Board member and chair-elect has been formally approved by the Dutch Central Bank. Herna's remuneration shall 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, Caoimhe. Herna, may I ask you to say a few words?
Of course. Thank you, Piero. Thank you, Caoimhe. 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 Adyen, its boards, 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 Adyen 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 underpinned my confidence. I finally would like to say that I'm looking forward to eventually succeed Piero as Chair of Adyen's Supervisory Board, and of course, as said by Caoimhe, 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 Chair role, Herna. Are there any questions about the appointment for Herna? If there are no questions, 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. We will proceed to the next agenda item, 7A, which is the authorization to issue shares or grant rights to acquire shares. The 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 practices and corresponds with the authorization yearly granted by Adyen's general meeting.
Agenda 7B is the authorization to restrict or exclude preemptive rights linked to 7A. Sorry, let me be precise. To authorize the Management Board with the approval of the Supervisory Board to restrict or exclude preemptive rights that will be issued on the basis of the previous authorization. 7C is authorization to acquire own shares. The next authorization on the agenda is the renewal of the existing mandate to the Management Boards to buy back shares on the conditions detailed in the explanatory notes to the agenda as published on Adyen's website. 7D, which is the proposal to cancel shares.
In case of a share buyback on the basis of the previous authorization, it is proposed that the general meeting approves 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 now would like to invite you to submit any questions about these authorizations. If there are no questions, we will proceed to the next item, which is the last agenda item on today's agenda. After this, I will announce that we will close the vote. Agenda item 8A is the proposal to reappoint PwC as external auditor for the financial year 2026. That's the last reappointment. Also 8B, which is the proposal to reappoint PwC as external auditor to provide assurance on the sustainability statement for the year 2026.
Are there any questions about these proposed reappointments for PwC? No. We will proceed to the next item, and this is the near to final voting item on this agenda. Please note that this is your final opportunity to vote. We will be closing the voting after the next agenda item, which is the proposal 8C on the agenda to appoint EY as the external auditor for the financial year 2027. The next item on the agenda is proposed appointment of EY. I would like to give the floor to Adine Grate, our Chair of the Audit and Risk Committee, to introduce this agenda item. Adine.
Thank you, Piero. PwC will reach its 10th year acting as Adyen's auditor when they complete their audit work for the financial year 2026. Because of the mandatory rotation rules, Adyen needs to transition to a new firm after. To make sure we have a smooth and timely transition, the Audit and Risk committee kicked off the selection process in 2024.
Put together a dedicated selection committee to guide this effort. This committee included a Chair of the Audit and Risk Committee at the time, Delfin, Adyen Chief Financial Officer, the Senior Vice President of Group Finance, and representatives from key sub-teams. I'd like to share some color on how that process went. The committee started by inviting the three other Big Four firms, along with one second-tier audit firm to participate. Ultimately, two Big Four firms moved forward in the selection process. The committee did a very thorough review of their proposals and held formal presentation rounds where both firms walked the team through their audit approach and introduced their teams. The committee evaluated the audit firms against a few key criteria, the strength of the proposal lead partner and audit team, the culture fit with Adyen, and how competitive and well-structured their fees were.
After evaluating everything and verifying their independence, the selection committee concluded that EY 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 notes for today's agenda, which are published on the website. On the basis of the advice from the selection committee, the A udit and Risk committee recommended the Supervisory Board to nominate EY as Adyen's new external auditor for the financial year 2027. That recommendation has been followed by the Supervisory Board. It's now proposed to the annual general meeting to formally appoint EY as Adyen's new external auditor for the financial year 2027.
Okay. Thank you, Adine. Are there any questions about this? Mr. Martensen, go ahead. Sorry. Yeah, sorry. You were first. I apologize. Go ahead. Please introduce yourself because you have-
Private investor. I just have a question about the app because I cannot vote for this.
Okay.
It's showing me twice the votes for PwC and not the vote for EY.
Okay. The logistics team will help you there, so please have a look. In the meantime, with the microphone, Mr. Martensen has a question on this as well.
Has EY completed the engagement acceptance?
The answer is yes. Thank you. Do other shareholders have the same issue with the voting on 8D? Others have the same issue.
Mentioned as the auditor for all items.
Who can help us out here? I don't have the box in my hand. I can't see what the problem is. Mr. van Es, can you help us out? Explain to the room what the issue is and how we will solve it.
Maybe suggest that maybe that item will just by hand, manually done because it's shown on the icon.
Yeah. Thanks for that suggestion. Let's see if that's okay.
It's just the way it's shown on the devices. It's correct in the system. 8D is 8D only.
Okay. Is it okay from a procedural perspective to vote by hand? Of course, that's additional the votes in the room. That's complicated. We can do the hand voting as you suggest. May I ask people to, the shareholders, to raise their hand if they are in favor of the appointment of EY as the external auditor to provide assurance. Let me see. To do the accounts for 2027, the shareholders in favor. Shareholders against? Shareholders abstaining? Okay. The HD proposal to appoint EY as the external auditor provide assurance on sustainability statement for the financial year 2027. The shareholders in favor, please raise your hand. Shareholders against? No votes against. Abstaining? Also no votes. 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? Yes, please wait for the microphone.
Maybe one small nuance on what Adyen says. He said we were the auditor for 10 years. We've been the auditor longer, but the regime to be there for a maximum of 10 years started to count in 2017 when the company obtained the banking license. That's when the 10 years started counting.
Okay.
Our last year will be 2026.
Okay. Thank you very much for that clarification, Martijn. We will now show the final voting results on the screen when the voting 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. I am very happy that all our proposed appointments for Pieter, Roelant, Herna have been approved. I'm personally very happy about that. I'm happy about it on behalf of my colleagues in the Supervisory Board to have such fantastic people on board in our firm. With that, the voting procedure is 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.