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Adevinta Investor Presentation 2020

Jul 21, 2020

3520_rns_2020-07-21_5d284208-7574-4883-a224-8c37c2240e9e.pdf

Investor Presentation

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Adevinta + eBay Classifieds Group Creating the World's Largest Online Classifieds Group

Rolv Erik Ryssdal, CEO Uvashni Raman, CFO

21 July 2020

Disclaimer

IMPORTANT: You must read the following before continuing. The following applies to this document, the oral presentation of the information in this document by Adevinta ASA (the "Company") or any person on behalf of the Company, and any question-and-answer session that follows the oral presentation (collectively, the "Information"). In accessing the Information, you agree to be bound by the following terms and conditions.

The Information does not constitute or form part of, and should not be construed as an offer or the solicitation of an offer to subscribe for or purchase securities of the Company, and nothing contained therein shall form the basis of or be relied on in connection with any contract or commitment whatsoever, nor does it constitute a recommendation regarding such securities. Any securities of the Company may not be offered or sold in the United States or any other jurisdiction where such a registration would be required unless so registered, or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, or other applicable laws and regulations is available. The Information is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of, or located in, any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Information is not for publication, release or distribution in any jurisdiction in which offers or sales would be prohibited by applicable law.

The Information has been prepared by the Company, and no other party accepts any responsibility whatsoever, or makes any representation or warranty, express or implied, for the contents of the Information, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with the Company and nothing in this document or at this presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future.

The Information contains forward-looking statements. All statements other than statements of historical fact included in the Information are forward-looking statements. Forward-looking statements give the Company's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business.

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This presentation contains statistics, data, statements and other information relating to the group's markets and the industry in which it operates. Where such information has been derived from third-party sources, such sources have been identified herein. In addition, the Company has been named as a source for certain market and industry statements included in this presentation. Such "Company information" reflects the Company's views based on one or more sources available to it (some of which are not publicly available, but can be obtained against payment), including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third party sources.

Key transaction highlights

Transaction
Highlights
to acquire 100% of eBay Classifieds Group(1)

Adevinta
from eBay Inc. ("eBay" Inc.)

US\$2.5bn in cash(2)
eBay to receive
and c. 540mn shares of Adevinta
share price of US\$12.38(3)

Implied headline value of US\$9.2bn at Adevinta's

in 2019(4)
Strong combined financial profile, with estimated US\$1.8bn in revenues and close to US\$600mn in EBITDA

Significant synergy opportunity with approximately US\$150-185 million of anticipated run-rate EBITDA synergies by year three, two thirds of
which expected from cost synergies
Financing (committed secured bridge facility of c.US\$3.0bn(5))

Cash consideration financed with new debt
and cash on Adevinta's
balance sheet

Schibsted
to acquire eBay Classifieds Group's Denmark assets for US\$330mn
on a debt and cash free basis at closing

Implied cash consideration from Adevinta
of approximately US\$2.17bn
Governance
At Closing

eBay to receive voting and non-voting shares resulting in a 44%(6)
pro forma stake in Adevinta
and c.33.3% voting stake

Board size increasing to nine (eBay and Schibsted
to appoint two directors each)
Conditions &
Timeline

Transaction subject to customary regulatory and closing conditions

Schibsted
(59% ownership in Adevinta) & Stiftelsen
Tinius
(6% ownership in Adevinta) have agreed to vote in favor
of the transaction

Completion expected by Q1 2021
Note:

(1) eBay Classifieds Group's Denmark assets to be acquired by Schibsted

  • (2) Subject to closing adjustments. Inclusive of US\$330mn consideration, on a debt and cash free basis, in relation to eBay Classifieds Group's Denmark assets, which will be acquired by Schibsted at closing
  • (3) Based on Adevinta's closing share price on Friday July 17, 2020 of NOK115.00 or US\$12.38, calculated using USD:NOK exchange rate of 9.29
  • (4) Adevinta's 2019 financials including JVs, converted using EUR:USD exchange rate of 1.10. eBay Classifieds Group adjusted EBITDA
  • 3 (5) Bridge term facility to be also used to fully refinance Adevinta's existing debt and cover the financing and transaction fees and includes support for \$330m Schibsted's purchase of Denmark at close. Proforma for the Denmark acquisition gross financial debt at Adevinta will be US\$2.75bn.

(6) Based on the number of Adevinta fully diluted shares as of the end of the second quarter (30 June 2020)

Creating the world's largest online classifieds group

Emergence of a globally scaled pure-play classifieds leader

(\$mn; YE 2019)

Note: FX USD/EUR: 1.10; FX USD/GBP: 1.26. Calendarized as of December year-end. (1) Estimated revenues, based on IFRS and US GAAP accounting standards for Adevinta and eBay Classifieds Group, respectively. 5 Excludes eBay Classifieds Group's Denmark assets. (2) Includes only Internet, Media and Technology (IMT) divisional financials. (3) Excluding Denmark. (4) Operating revenue including JVs. (5) As reported – ImmoScout24 only.

Extensive geographic footprint and leading market positions

Source: Adevinta, eBay Classifieds Group. 6

Note: (1) Market position based on traffic (visits). (2) Germany not included as overlapping geography given immaterial size.

Diversified geographical and vertical mix

Source: Adevinta, eBay Classifieds.

Note: FX USD/EUR: 1.10. (1) Including JVs. (2) Excludes Denmark. (3) Estimated revenues, based on IFRS and US GAAP accounting standards for Adevinta and eBay Classifieds Group, respectively. Excludes eBay Classifieds Group's Denmark assets.

7

Highly complementary portfolio of assets

Source: Adevinta, eBay Classifieds Group. Note: (1) Selected key countries and brands.

Strong financial profile with best-in-class growth and profitability

Source: Adevinta, eBay Classifieds Group.

Note: FX USD/EUR : 1.10. (1) Including JVs. (2) eBay Classifieds Group adjusted EBITDA. (3) Excluding Denmark. (4) Estimated revenues, based on IFRS and US GAAP accounting standards for Adevinta and eBay Classifieds Group, respectively. Excludes eBay Classifieds Group's Denmark assets. Excludes synergies.

Combined expertise will strengthen market position and drive value

Increased firepower to deploy proven M&A playbook

… benefiting from larger scale to further consolidate the fragmented global classifieds market

Substantial synergy potential of estimated US\$150-185mn run-rate annual EBITDA

Expected US\$150mn- 185mn of run-rate EBITDA synergies, with cost synergies representing c. 2/3 of total

Strong cultural alignment and common DNA

Creating the world's largest online classifieds group

Q&A

Investor information

Visit Adevinta's website www.adevinta.com

Marie de Scorbiac

[email protected] +336 1465 7740

Adevinta ASA Akersgata 55, P.O. Box 490 Sentrum, E-mail: [email protected]