Adevinta — Capital/Financing Update 2020

Dec 23, 2020

Adevinta ASA (ADE) - Publication of Prospectus

Adevinta ASA (ADE) - Publication of Prospectus

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR

ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL.THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES

DESCRIBED HEREIN.

Oslo, 23 December 2020: Reference is made to the stock exchange announcement on

21 July 2020 and subsequent announcements relating to Adevinta ASA's (the

"Company") agreement to acquire eBay Classifieds (the "Target") from eBay Inc.

("eBay") (the "Transaction").

Subject to the terms and conditions of the Transaction, the Company shall

acquire the Target against consideration in the form of cash and a total of

539,994,479 new shares in the Company (the "Consideration Shares"). The

Consideration Shares will comprise 342,474,251 new ordinary shares with voting

rights (the "Listing Shares") and 197,520,228 new shares in a separate share

class without voting rights.

Adevinta hereby announces publication of a prospectus dated [23] December 2020

(the "Prospectus") relating to the listing on Oslo Børs (the "Oslo Stock

Exchange") of the Listing Shares. The Listing Shares will be issued and admitted

to trading and listed on the Oslo Stock Exchange upon (and subject to)

completion of the Transaction, expected during first quarter of 2021.

The Prospectus will be made available at: www.adevinta.com/ir/key-share-

information/prospectus-and-offer-documents/ (https://www.adevinta.com/ir/key-

share-information/prospectus-and-offer-documents/)

The Prospectus will also be available at the offices of the Company.

For further information, please contact:

IR contact

Marie de Scorbiac

VIP Investor Relations & Corporate Affairs

ir@adevinta.com (mailto:ir@adevinta.com)

Media contact

Mélodie Laroche

Corporate Communications

T: +33 (0) 6 84 30 52 76

melodie.laroche@adevinta.com

About Adevinta

Adevinta is a global online classifieds specialist, operating digital

marketplaces in 12 countries. The company provides technology-based services to

connect buyers with sellers and to facilitate transactions, from job offers to

real estate, cars, consumer goods and more. Adevinta's portfolio spans to more

than 30 digital products and websites, attracting 1.4 billion average monthly

visits. Leading brands include top-ranked leboncoin in France, InfoJobs and

Milanuncios in Spain, and 50% of fast-growing OLX Brazil. Adevinta spun off from

Schibsted ASA and publicly listed in Oslo, Norway in 2019. Adevinta is majority

owned by Schibsted ASA and employs 4,700 people committed to supporting users

and customers daily. Find out more at Adevinta.com (https://adevinta.com).

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company.

Copies of this announcement are not being made and may not be distributed or

sent into any jurisdiction in which such distribution would be unlawful or would

require registration or other measures.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act") or the securities laws of any U.S. state, and accordingly may not be

offered or sold in the United States absent registration or an applicable

exemption from the registration requirements of the Securities Act and in

accordance with applicable U.S. state securities laws. The Company does not

intend to register any part of the offering in the United States or any U.S.

state or to conduct a public offering of securities in the United States. Any

sale in the United States of the securities mentioned in this announcement will

be made solely to "qualified institutional buyers" as defined in Rule 144A under

the Securities Act

In any EEA Member State and the United Kingdom (each a "Relevant State"), this

communication is only addressed to and is only directed at qualified investors

(as defined in the Prospectus Regulation) in that Relevant State, i.e., only to

investors who can receive the offer without an approved prospectus in such

Relevant State. The expression "Prospectus Regulation" means Regulation (EU)

2017/1129 as amended (together with any applicable implementing measures in any

Member State, including Commission Delegated Regulation (EU 2019/980)):

This communication is only being distributed to and is only directed at

qualified investors in the United Kingdom that are (i) persons who have

professional experience in matters relating to investments falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended, the "Order"), (ii) high net worth entities

falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to

whom this communication may otherwise lawfully be communicated under the order

(all such persons together being referred to as "relevant persons"). This

communication must not be acted on or relied on by persons who are not relevant

persons. In the United Kingdom, any investment or investment activity to which

this communication relates is available only for relevant persons and will be

engaged in only with relevant persons. Any person who is not a relevant person

may not act or rely on this communication or any of its contents.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in public sector

investment levels, changes in the general economic, political and market

conditions in the markets in which the Company operates, the Company's ability

to attract, retain and motivate qualified personnel, changes in the Company's

ability to engage in commercially acceptable acquisitions and strategic

investments, and changes in laws and regulation and the potential impact of

legal proceedings and actions. Such risks, uncertainties, contingencies and

other important factors could cause actual events to differ materially from the

expectations expressed or implied in this release by such forward-looking

statements. The Company does not guarantee that the assumptions underlying the

forward-looking statements in this presentation are free from errors nor does it

accept any responsibility for the future accuracy of the opinions expressed in

this presentation or any obligation to update or revise the statements in this

presentation to reflect subsequent events. You should not place undue reliance

on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

This information is subject to disclosure requirements pursuant to section 5-12

of the Norwegian Securities Trading Act.