Adevinta — AGM Information 2022

Jun 7, 2022

NOTICE OF THE ANNUAL GENERAL MEETING ADEVINTA ASA

Wednesday 29 June 2022 at 15:00 CEST

The shareholders of Adevinta ASA (the "Company") are hereby given notice of the Annual General Meeting to be held on Wednesday 29 June 2022 at 15:00 CEST virtually through "LUMI-AGM" solution. The Board of Directors has decided that the Annual General Meeting will be opened by Lars Knem Christie, partner at Advokatfirmaet BAHR AS.

The Board of Directors has resolved that the annual general meeting will be arranged virtually and made available online via "LUMI-AGM". All shareholders will be able to participate in the meeting, vote and ask questions from smart phones, tablets, laptops or stationary computers. For further information regarding the virtual participation, please see the end of this document and the guideline made available as appendix to the notice and available on the Company's webpage.

The annual report for 2021 and other relevant documents are available on the Company's website www.adevinta.com.

Agenda:

1. Approval of the notice and agenda of the Annual General Meeting

2. Election of chairperson for the meeting

The Board of Directors proposes that Lars Knem Christie chairs the Annual General Meeting.

3. Election of a person to co-sign the minutes

The Board of Directors proposes that one person represented at the Annual General Meeting is elected to co-sign the minutes together with the chairperson of the meeting.

4. Approval of the financial statements and the Board of Directors' Report for 2021 for Adevinta ASA and the Adevinta Group

The financial statements, accompanying notes and the Board of Directors' Report are included in the annual report and available on the Company's website www.adevinta.com.

Resolution proposal:

"The General Meeting approved the financial statements and the Board of Directors' Report for 2021 for Adevinta ASA and the Adevinta Group."

5. Consideration of report for Corporate Governance

According to section 5-6 of the Norwegian Public Limited Companies Act, the Annual General Meeting shall consider the Company's account of corporate governance in compliance with section 3-3b of the Norwegian Accounting Act. The Company's report on corporate governance is included in the annual report and available on the Company's website www.adevinta.com.

6. Approval of the Board of Directors' declaration of salary and other remunerations to the senior management

The Board of Directors has prepared a declaration of salary and other remuneration to the senior management cf. the Norwegian Public Limited Companies Act section 6-16a.

The declaration is subject to the approval by the Annual General Meeting and is binding on the Board of Directors. The declaration is attached to this notice and available on the Company's website www.adevinta.com.

Resolution proposal:

"The General Meeting approved the Board of Directors' declaration of salary and other remuneration to the senior management."

7. Advisory vote on the Board of Director's remuneration report for the senior management

The Board of Directors has prepared a report on remuneration of the senior management for the accounting year 2021, cf. the Norwegian Public Limited Companies Act section 6-16b. The report contains information on how the applicable guidelines for executive remuneration were practiced by the Company and how members of the senior management were remunerated in 2021.

The report is subject to an advisory vote by the Annual General Meeting in accordance with section 5-6 fourth paragraph of the Norwegian Public Limited Companies Act. The report is attached to this notice and available on the Company's website www.adevinta.com.

Resolution proposal:

"The General Meeting endorsed the Board of Directors' remuneration report for the senior management."

8. Approval of the auditor's fee for 2021

In 2021, €415,190 was paid to the Company's auditing firm Ernst & Young AS for audit-related services for the parent company Adevinta ASA. For 2021, the Adevinta Group paid the auditing firm Ernst & Young AS a total of €2,326,935 for audit-related services provided to the Adevinta Group as a whole and €221,043 for other services provided to the Adevinta Group as a whole.

The Board of Directors proposes the remuneration to the Company's auditor for 2021 of €415,190 for the ordinary audit of the parent company Adevinta ASA to be approved.

Resolution proposal:

"The General Meeting approved the auditor's fee of € 415,190 for the ordinary audit of Adevinta ASA."

9. Election of members to the Board of Directors

The Company's Nomination Committee has proposed to re-elect all members of the Board of Directors that shall be voted on by the Annual General Meeting, as further described in the Committee's proposal. The proposal of the Nomination Committee is attached to this notice and available on the Company's website www.adevinta.com.

The shareholders are invited to vote on each of the proposed members. It is proposed that the shareholders approve the proposal made by the Nomination Committee.

It is acknowledged that, pursuant to the Company's Articles of Association section 6, shareholders owning more than 25% and 10% of the A shares have the right to nominate two and one member to the Board of Directors, respectively. Such members shall not be voted on by the Annual General Meeting. Currently, there are five members of the Board of Directors nominated by such shareholders, being Kristin Skogen Lund, Aleksander Rosinski, Marie Oh Huber, Mark Solomons and Dipan Patel.

Resolution proposal:

"The General Meeting approves the re-election of the following members to the Board of Directors:

Orla Noonan (Chair) (re-election, with term until the Annual General Meeting in 2023)

Fernando Abril-Martorell Hernandez (re-election, with term until the Annual General Meeting in 2023)

Peter Brooks-Johnson (re-election, with term until the Annual General Meeting in 2023)

Sophie Javary (re-election, with term until the Annual General Meeting in 2023)

Julia Jaekel (re-election, with term until the Annual General Meeting in 2023)

Michael Nilles (re-election, with term until the Annual General Meeting in 2023)."

10. Approval of remuneration to the members of the Board of Directors

The General Meeting shall determine the remuneration payable to the members of the Company's Board of Directors, including any additional fees payable to directors who take part in committee work. The remuneration for the coming period, including the additional fees, is to be determined in advance.

The Company's Nomination Committee has proposed remuneration to the Company's Board of Directors for the period from the Annual General Meeting 2022 until the Annual General Meeting in 2023, as further described in the Committee's proposal. The proposal of the Nomination Committee is attached to this notice and available on the Company's website www.adevinta.com.

It is proposed that the shareholders approve the proposal made by the Nomination Committee.

Resolution proposal:

"The General Meeting approves the remuneration for the Board of Directors and Board Committees for the period until the annual general meeting in 2023:

Chair of the Board: NOK 1,508,000 Other Board members: NOK 780,000

Chair of the Audit & Risk Committee: NOK 234,000 Other members of the Audit & Risk Committee: NOK 145,600

Chair of the Remuneration Committee: NOK 156,000 Other members of the Renumeration Committee: NOK 104,000

Chair of the Integration Committee: NOK 234,000 Other members of the Integration Committee: NOK 145,600 Chair of the CEO Succession Committee: NOK 117,000

Other members of the CEO Succession Committee: NOK 72,800."

11. Election of members to the Nomination Committee

The Company's Nomination Committee has proposed to re-elect all the members of the Company's Nomination Committee that are up for election at this Annual General Meeting, as further described in the Committee's proposal. The proposal of the Nomination Committee is attached to this notice and available on the Company's website www.adevinta.com.

It is proposed that the shareholders approve the proposal made by the Nomination Committee.

Resolution proposal:

"The General Meeting approves the re-election of Trond Berger as Committee Chair and Chris Davies as member of the Nomination Committee with a term until the Annual General Meeting in 2024. Ole E. Dahl is not up for election at this Annual General Meeting, and his term expires on the Annual General Meeting in 2023. Mette Krogsrud and Stephanie White have been appointed directly by, and represent, Schibsted and eBay, respectively."

12. Approval of remuneration to the members of the Nomination Committee

The General Meeting shall determine the remuneration payable to the members of the Company's Nomination Committee. The remuneration for the coming period is to be determined in advance.

The Company's Nomination Committee has proposed remuneration to the Company's Nomination Committee for the period from the Annual General Meeting 2022 until the Annual General Meeting in 2023, as further described in the Committee's proposal. The proposal of the Nomination Committee is attached to this notice and available on the Company's website www.adevinta.com.

It is proposed that the shareholders approve the proposal made by the Nomination Committee.

Resolution proposal:

"The General Meeting approves the remuneration for the Nomination Committee for the period until the annual general meeting in 2023:

Chair of the Nomination Committee: NOK 164,320

Other Nomination Committee members: NOK 109,200."

13. Authorisation to the Board of Directors to increase the share capital

The Board of Directors proposes that the Annual General Meeting grants to the Board of Directors an authorisation to issue new shares in the Company. The authorisation is proposed to be limited to approx. 10% of the share capital. The Board of Directors believes it is in the Company's interest to have the flexibility to raise capital in order to ensure that the Company is equipped to participate in value accretive opportunities going forward, which in turn will allow the Company to execute on its growth strategy, for strengthening of its equity and/or to use shares as consideration in relation to acquisition of businesses. In addition to this, the Board of Directors can issue shares to employees of the Adevinta Group as part of incentive schemes.

The Board of Directors has proposed to restrict the authorisation so that that the number of shares to be issued pursuant to this authorisation and the authorisation in agenda item 14 to issue convertible loans, in the aggregate cannot exceed approx. 10% of the Company's share capital (as further detailed in the proposed resolution).

The purpose of the authorisation assumes that the shareholders' pre-emptive rights to subscribe for new shares may be deviated from, ref. the Norwegian Public Limited Liability Companies Act § 10-4.

Resolution Proposal:

"(i) The Board of Directors is authorised pursuant to the Public Limited Liability Companies Act § 10-14 (1) to increase the Company's share capital on one or more occasions by up to NOK 24,498,859 (the "Maximum Amount") by the issue of shares in any or all share classes as may be issued at the time of the use of the authorisation. This authorisation and the authorisation to issue convertible loans as set out in item 14 of the minutes from the Annual General Meeting held 29 June 2022, shall, however, be restricted so that they cannot be utilised to issue shares and convertible loans that in the aggregate would result in a share capital increase in excess of the Maximum Amount upon full conversion of any convertible loans.

(ii) The authority shall remain in force until the Annual General Meeting in 2023, but in no event later than 30 June 2023.

(iii) The shareholders' pre-emptive rights pursuant to § 10-4 of the Public Limited Liability Companies Act may be set aside.

(iv) The authority includes capital increases against contributions in cash and contributions other than in cash. The authority includes the right to incur special obligations for the Company, cf. § 10-2 of the Public Limited Liability Companies Act. The authority includes resolutions on mergers in accordance with § 13-5 of the Public Limited Liability Companies Act.

(v) Upon registration of this authorisation with the Norwegian Register of Business Enterprises, this authorisation replaces previously granted authorisation to increase capital."

14. Authorisation to the Board of Directors to issue convertible loans

The Board of Directors is continually considering how to further develop the Company in accordance with its strategy. Identifying and setting up the right financial structure is an important part of this.

In order to continue to provide the Board of Directors with sufficient flexibility to put in place an efficient and flexible financial structure, in the context of the current market environment and to utilise the alternatives the Norwegian Companies Act provides for, it is desirable that the Board of Directors is granted a power of attorney to enter into convertible loans.

It is further proposed to authorise the Board of Directors to waive existing shareholders' pre-emptive rights in order to allow the possibility for new investors subscribing the loan.

The Board of Directors has, however, proposed to restrict the authorisation so that that the number of shares to be issued pursuant to convertible loans under this authorisation and the authorisation in agenda item 13 to issue new shares, in the aggregate cannot exceed approx. 10% of the Company's share capital (as further detailed in the proposed resolution).

Resolution proposal:

"(i) The Board of Directors is authorised to raise new convertible loans on one or several occasions up to a total amount of NOK 7,500,000,000 (or the equivalent in other currencies) ("convertible loans").

(ii) The share capital of the Company may be increased by a total of NOK 24,498,859 (the "Maximum Amount") as a result of the convertible loans being converted into equity by the issue of shares in any or all share classes as may be issued at the time of the use of the authorisation. This authorisation and the authorisation to issue shares as set out in item 13 of the minutes from the Annual General Meeting held 29 June 2022, shall, however, be restricted so that they cannot be utilised to issue shares and convertible loans that in the aggregate would result in a share capital increase in excess of the Maximum Amount upon full conversion of any convertible loans.

(iii) The shareholders' pre-emptive rights to subscribe the loans pursuant to the Public Limited Companies Act § 11-4 cf. § 10-4 and § 10-5 may be set aside.

(iv) This authorisation shall be effective from the date it is registered in the Norwegian Register of Business Enterprises and shall be valid until the Annual General Meeting in 2023, however not later than 30 June 2023.

(v) Upon registration of this authorisation with the Norwegian Register of Business Enterprises, this authorisation replaces previously granted authorisation to issue convertible loans."

15. Authorisation to the Board of Directors to buy back the Company's shares

The Board of Directors proposes that the Annual General Meeting resolves to grant the Board of Directors an authorisation to buy back up to approx. 10% of the Company's shares for a period from the date of this Annual General Meeting and until the Annual General Meeting of the Company in 2023, but in no event later than 30 June 2023.

Shares acquired may be used in relation to incentive schemes for employees of the Adevinta Group, as consideration in connection with acquisition of businesses and/or to improve the Company's capital structure.

Resolution proposal:

"(i) The Board of Directors is authorised pursuant to the Norwegian Public Limited Liability Companies Act to acquire and dispose of own shares in any or all share classes as may be issued at the time of the use of the authorisation in Adevinta ASA. The total nominal value of the shares acquired by the Company may not exceed NOK 24,498,859.

(ii) The authorisation is valid until the Annual General Meeting in 2023, but in no event later than 30 June 2023.

(iii) The minimum amount which can be paid for the shares is NOK 20 and the maximum amount is NOK 750.

(iv) The Board is free to decide on the acquisition method and possible subsequent sale of the shares.

(v) Shares acquired may be used in relation to incentive schemes for employees of the Adevinta Group, as consideration in connection with acquisition of businesses and/or to improve the Company's capital structure.

(vi) Upon registration of this authorisation with the Norwegian Register of Business Enterprises, this authorisation replaces previously granted authorisation to acquire the Company's shares."

******

Shares in the Company and the accompanying right to vote

The Company has a share capital of NOK 244,988,596.20, divided into 1,165,686,913 class A shares (ordinary shares) and 59,256,068 class B shares (non-voting shares), in total 1,224,942,981 shares, each with a nominal value of NOK 0.20. Adevinta owns 6,769,387 treasury shares.

At the Company's general meeting, each existing issued class A share carries one vote. Shareholders of class B shares have no right to vote on the General Meeting with respect to those shares.

Each shareholder owning class A shares in the Company has the right to vote for the number of class A shares owned by the shareholder and registered in the Company's shareholder register with the Norwegian Central Securities Depository (VPS) at the time of the General Meeting. If a share acquisition has not been registered with the VPS at the time of the General Meeting, voting rights for the acquired class A shares may only be exercised if the acquisition is reported to the VPS and proven at the General Meeting.

Decisions on voting rights for shareholders and representatives are made by the person opening the meeting, whose decision may be reversed by the General Meeting by majority vote.

It is the view of the Company that neither the beneficial owner nor the nominee may exercise voting rights for class A shares which are registered on nominee accounts, cf. the Norwegian Public Limited Liability Companies Act section 4-10. However, the beneficial owner of the class A shares may exercise such voting rights if he proves that he has taken the necessary steps to terminate the nominee arrangement, and that the class A shares will be transferred to an ordinary VPS account in the name of the beneficial owner. If the beneficial owner can prove that he has initiated such measures, and that he has beneficial ownership to the class A shares, he may, in the opinion of the Company, exercise voting rights for the class A shares even if the shares have not yet been transferred to an ordinary VPS account.

Shareholders' rights

Shareholder may not demand that new issues be put on the agenda after the deadline for doing so has expired; see section 5-11, second sentence of the Norwegian Public Limited Liability Companies Act.

A shareholder is entitled to propose resolutions regarding the issues which the General Meeting is invited to discuss.

A shareholder may demand that, at the General Meeting, directors and the CEO provide available information on matters that may influence assessment of:

• 1. Approval of the annual financial statements and annual report;
• 1. Issues that have been submitted to the shareholders for decision;
• 1. The Company's financial position including the operations of other companies in which the Company participates and other issues which the General Meeting will discuss, unless the information requested cannot be provided without causing undue harm to the Company.

If information must be obtained, so that no answer can be given at the General Meeting, a written reply shall be prepared within two weeks after the General Meeting. This reply shall be made available to the shareholders at the Company's office and sent to all the shareholders who have requested such information. If the reply must be regarded as significantly important for assessing factors mentioned in the previous paragraph, the reply shall be sent to all the shareholders with a known address.

Participation

The online remote participation is being organized by DNB Bank ASA, Registrar's Department and its supplier Lumi. By attending the online General Meeting, shareholders will be able to listen to a live audiocast of the meeting, see the presentation, submit questions relating to the items on the agenda and cast their votes in the real time. Registration is not required to participate online, but shareholders must be logged in before the meeting starts. If you are not logged in before the General Meeting starts, you will not be registered and will not be able to exercise your voting rights. Log in starts an hour before. See separate guide on how shareholders can participate electronically, cf. appendix to this notice. In order to attend the virtual General Meeting, shareholders need to access the Lumi AGM solution on: https://web.lumiagm.com and then enter the "Meeting ID": 153-059-498 and click "JOIN". Shareholders must identify themselves using the reference number and PIN code from VPS, see further information in the separate guide for electronical participation.

Shareholders who are unable to attend the General Meeting may authorize the Chair of the Board of Directors (and whomever she designates) or another person to vote for its shares. Proxies may be submitted electronically through VPS investor services or by completing and submitting the proxy form attached in accordance with the instructions set out in the form. The proxy must be in writing, dated and signed. Proxy forms must be received by DNB Bank ASA, Registrar's Department, no later than 28 May 2022 at 16:00 CEST, unless the shareholder has registered attendance within this deadline. If shareholders have registered attendance within the deadline, proxies may be presented no later than at the General Meeting. See the enclosed proxy form for further information on proxies.

Please note that proxies without voting instructions may trigger disclosure requirements under Norwegian law. Under the Norwegian Securities Trading Act section 4-2 the possession of a proxy without voting instructions is considered equal to ownership of shares or rights to shares. This means that a proxy is required to disclose the proxies if the number of shares to which they relate (together with any shares or rights to shares held by the proxy holder) reaches or exceeds the disclosure thresholds under the Norwegian Securities Trading Act section 4-2.

The financial statements, the Board of Directors' Report and the Auditor's Report for 2021, the Board of Directors' report on corporate governance and declaration of salary and other remuneration to the senior management, proposal of the Nomination Committee, as well as appendices to this notice including attendance and proxy forms will be available on the Company's website wwww.adevinta.com.

***

This notice will be sent to all shareholders with a known place of residence. In accordance with article 10 of the Company's Articles of Association, the documents referred to in this notice will not be sent by post to the shareholders. A shareholder may nonetheless demand to be sent such documents by post free of charge. If a shareholder wishes to have the documents sent to him, such a request can be addressed to the Company by email to ir@adevinta.com.

Shareholders may submit any inquiries regarding pre-registration and online attendance for the Annual General Meeting to DNB Bank ASA, at genf@dnb.no or tel.: (+47) 23 26 80 20.

Oslo, 7 June 2022

FOR THE BOARD OF DIRECTORS OF ADEVINTA ASA

Orla Noonan

Board Chair

Ref no: PIN code:

NOTICE OF ANNUAL GENERAL MEETING

An Annual General Meeting in Adevinta ASA will be held on 29 June 2022 at 15:00 (CEST). Virtual.

The shareholder is registered with the following amount of shares at summons: ____________________

IMPORTANT MESSAGE:

The Annual General Meeting will be held as a digital meeting only, with no physical attendance for shareholders.

Please log in at web.lumiagm.com/153059498

You must identify yourself using the reference number and PIN code from VPS that you will find in investor services (Corporate Actions – General Meeting – ISIN) or sent you by post on this form (for non-electronic actors) Shareholders can also get their reference number and PIN code by contacting DNB Bank Registrars Department by phone +47 23 26 80 20 (08:00-15:30) or by e-mail genf@dnb.no.

On the company's web page www.adevinta.com you will find an online guide describing more in detail how you as a shareholder can participate in the virtual Annual General Meeting.

Deadline for registration of advance votes, proxies and instructions: 28 June 2022 at 16:00 CEST

Advance votes

Advance votes may only be executed electronically, through the Company's website www.adevinta.com (use ref and pin code above) or through VPS Investor Services (where you are identified and do not need Ref.nr.and PIN Code). Chose Corporate Actions - General Meeting – click on ISIN. Investor Services can be accessed either through www.euronextvps.no or your account operator.

Notice of attendance

Shareholders are only allowed to participate online, and no pre-registration is required. Shareholders must be logged in before the meeting starts. If you are not logged in before the general meeting starts, you will not be able to attend. Log in starts an hour before.

Shareholders who do not wish to participate online or vote in advance can give proxy to another person.

Proxy without voting instructions for Annual General Meeting of Adevinta ASA

Ref no: PIN code:

Proxy should be registered through the Company's website www.adevinta.com or through VPS Investor Services. For granting proxy through the Company's website, the above mentioned reference number and PIN code must be stated. In VPS Investor Services chose Corporate Actions and General Meeting - ISIN. Investor Services can be accessed either through www.euronextvps.no or your account operator.

Alternatively, you may send this form by e-mail to genf@dnb.no, or by regular Mail to DNB Bank ASA, Registrars Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The proxy must be received no later than 28 June 2022 at 16:00 CEST. The form must be dated and signed in order to be valid.

If you do not state the name of the proxy holder, the proxy will be given to the Chair of the Board of Directors and an individual authorised by her.

The undersigned: ______________________________________ hereby grants (tick one of the two)

the Chair of the Board of Directors (and a person authorised by her), or

_____________________________________________ (NB: Proxy holder must send an e-mail to genf@dnb.no for log in details)

(Name of proxy holder in capital letters)

proxy to attend and vote for my/our shares at the Annual General Meeting of Adevinta ASA on 29 June 2022.

Proxy with voting instructions for annual general meeting in Adevinta ASA

If you are unable to attend the meeting, you may use this proxy form to give voting instructions to the Chair of the Board of Directors and the person authorised by her. (Alternatively, you may vote electronically in advance, see separate section above.) For instruction to other Proxy holders, submit a Proxy without voting instructions and agreed directly with the proxy holder how votes should be cast.

Proxies with voting instructions cannot be submitted electronically, and must be sent to genf@dnb.no (scanned form) or by regular mail to DNB Bank ASA, Registrars' Department, P.O.Box 1600 Centrum, 0021 Oslo, Norway. The form must be received by DNB Bank ASA, Registrars' Department no later than 28 June 2022 at 16:00 CEST.

Proxies with voting instructions must be dated and signed in order to be valid.

The undersigned: __________________________________________ Ref.no.:

hereby grants the Chair of the Board of Directors (and the person authorised by her) proxy to attend and vote for my/our shares at the Annual General Meeting of Adevinta ASA on 29 June 2022.

The votes shall be exercised in accordance to the instructions below. If the sections for voting are left blank, this will be counted as an instruction to vote in accordance with the proposals in the notice. However, if any motions are made from the attendees in addition to or in replacement of the proposals in the notice, the proxy holder may vote at his or her discretion. If there is any doubt as to how the instructions should be understood, the proxy holder may abstain from voting.

	Agenda for the annual general meeting 2022	For	Against	Abstention
1.	Approval of the notice and agenda of the Annual General Meeting			
2.	Election of chairperson for the meeting			
3.	Election of a person to co-sign the minutes			
4.	Approval of the financial statements and the Board of Directors' report for 2021 for Adevinta ASA and the Adevinta Group			
5.	Consideration of report for Corporate Governance		No voting
6.	Approval of the Board of Directors' declaration of salary and other remunerations to the senior management			
7.	Advisory vote on the Board of Director's remuneration report for the senior management			
8.	Approval of the auditor's fee for 2021			
9.	Election of members to the Board of Directors
	a) Orla Noonan (Chair)			
	b) Fernando Abril-Martorell Hernandez			
	c) Peter Brooks-Johnson			
	d) Sophie Javary			
	e) Julia Jaekel			
	f) Michael Nilles			
10.	Approval of remuneration to the members of the Board of Directors			
11.	Election of members to the Nomination Committee			
12.	Approval of remuneration to the members of the Nomination Committee			
13.	Authorisation to the Board of Directors to increase the share capital			
14.	Authorisation to the Board of Directors to issue convertible loans			
15.	Authorisation to the Board of Directors to buy back the Company's shares			

Place Date Shareholder's signature (Only for granting proxy with voting instructions)