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Adevinta Remuneration Information 2022

Jun 7, 2022

3520_rns_2022-06-07_b9371123-23ed-4008-95c9-47b12e0263a0.pdf

Remuneration Information

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Adevinta Remuneration Report

2021

1. Introduction

This remuneration report (the "Remuneration Report") on the Adevinta ASA ("Adevinta'' or "the Company") salary and other remuneration for its Executive Management Team (the "Executive Management'' or "the AdEx") is prepared pursuant to Section 6-16 b of the Public Limited Liability Companies Act.

The purpose of the Remuneration Committee

The Remuneration Committee ("RemCo") has been established by the Board of Directors of Adevinta (the "Board") to assist the Board in determining the remuneration policy for the Executive Management prepared pursuant to Section 6-16 a of the Norwegian Public Limited Liability Companies Act (the "Remuneration Policy" or the "Policy") and practices of the Company, with particular emphasis on remuneration for senior management and employee share participation schemes, having regard to statutory and regulatory requirements.

The Board determines the Policy and, as required by statute, seeks shareholder approval for such a Policy on a periodic basis. The Policy is designed to support business strategy and promote long-term interests and sustainable success of the Company. The Policy does this by ensuring that the Company attracts and retains qualified people in governing and leadership roles to lead the Company in accordance with long-term strategies in a sustainable manner. This requires that the Company offers remuneration that is performance driven, highly competitive, fair and equitable, simple and measurable and flexible. The purpose of variable remuneration associated with the Company's financial and strategic objectives is to ensure that the remuneration scheme fosters performance that is consistent with the business strategy. The long-term and common interests of directors and shareholders are safeguarded through means that include shareholding requirements of the AdEx, the use of long-term share-based incentives that tie to Company performance and by keeping remuneration at a competitive level. The overall remuneration of the AdEx is based on an assessment of the individual's competence and personal suitability, relevant market conditions, the nature of the position and performance.

In the interest of increasing transparency around the remuneration offered to the Executive Management, the Board is committed to provide the information needed to explain how the remuneration is linked to performance and the overall strategy of Adevinta. This information will be provided annually in the Remuneration Report, covering the total Executive Management remuneration from any undertaking of the Company, which is presented to the shareholders at the Annual General Meeting and is subject to an advisory vote.

Main Activities During 2021

During the past year, the Board and RemCo have engaged themselves in a number of activities in addition to its normal tasks, including:

  • The purchase of the eCG business from eBay was finalised on 26 June 2021, making Adevinta the #1 leading online classified ads company in the world. Adevinta has doubled in size post acquisition of eCG and the need for talent will continue to grow.
  • The reward plans of Adevinta and those of eCG, via eBay, differed in aspects of equity plan eligibility and annual bonus plan targets, necessitating harmonisation that began in 2021 and will continue to 2024.
  • The introduction of the Deferred Adevinta Variable Incentive (DAVI) and the Legacy Equity Plan (LEP), both share based plans introduced in conjunction with the acquisition of eCG from eBay who offered an RSU plan to more junior employees than Adevinta had previously offered.
  • Aligning on the financial and strategic targets for organisational performance for the part of the financial year after the acquisition of the eCG business from eBay, used to determine payouts of the Adevinta Variable Incentive cash bonus plan and the DAVI plan for 2021. Legacy Adevinta employees had 2 periods of bonus the 8 months of January to August and September to December. Incoming Adevintans from eCG had one period
  • Granting of extraordinary spot equity awards to employees, including interim AdEx members, related to the retention of critical talent throughout the integration of the eCG business into Adevinta.
  • Determining the Performance Share Plan (PSP) awards for 2021. This year, in light of the eCG acquisition and the eBay remuneration structure that previously applied to eCG colleagues, the Board determined that 25% of the award would be granted as restricted stock units vesting subject to continued employment to vest date. The remaining 75% of the award is subject to relative total shareholder return (TSR) performance over a 3 year period, consistent with previous years.
  • ● The addition and onboarding of new members to the Board as well as the appointment of Marie Oh Huber to RemCo.

The next Remuneration Policy update is planned for 2022 to be voted on at the Annual General Meeting in 2023.

2. Total Remuneration of our Executive Management

The remuneration paid to members of Executive Management consists of a fixed and a variable part in addition to non-monetary benefits. The fixed remuneration consists of a base salary, pension contribution and other benefits. The variable remuneration consists of short-term variable pay (the Adevinta Variable Incentive, an annual cash bonus) and share-based pay (the Performance Share Plan (PSP) and extraordinary retention awards). Executive remuneration decisions are determined based on external benchmark data of relevant international peers and are reviewed by the RemCo and approved by the Board annually.

For further details, reference is made to the Policy which sets out the principles for remuneration of the Executive Management.

Remuneration of Members of the Executive Management in 2021 and 2020 (in EUR x 1,000)

None of the Executive Management was an employee representative during the reported period.

Table 1 - Remuneration of Executive Management for the reported financial year
Fixed Variable
Name of
leading
person,
position		 Year Ba
se
salary		 Pension
expens
e		 Other
benefit
s (2)		 Short-ter
m
Variable
Pay(3)		 Share
based
Pay(4)		 Extra
ordinary
items(5)		 Total
Rolv Erik 2021 523 347 26 1,048 689 - 2,633
Ryssdal,
CEO(1)		 2020 438 297 23 93 731 - 1,582
Uvashni 2021 462 - 3 743 528 - 1,736
Raman,
CFO		 2020 357 - 3 289 327 - 976
Nicki Dexter, 2021 294 12 4 333 202 - 845
Chief People
and
Communicat
ions
Officer(1)		 2020 227 11 1 45 177 - 461
Gianpaolo 2021 367 - 61 457 447 1,332
Santorsola,
EVP
European
Markets (6)		 2020 332 - 69 72 502 975
Antoine 2021 355 8 42 505 437 - 1,347
Jouteau,
CEO
Adevinta
France		 2020 335 8 39 138 456 - 976
Renaud 2021 240 - 11 456 167 - 874
Bruyeron,
Chief
Product and
Technology
Officer
(Interim)		 2020 240 - 87 48 172 - 547
Ovidiu 2021 121 - 15 112 - 248
Solomonov,
(former) VP		 2020 237 - 28 46 303 - 614
Global
Markets(7)
Zachary
Candelario,
EVP
International
Markets(1)(8
)		 2021 200 - 249 82 404 - 935
Patricia
Lobinger,
CEO
Mobile.de
(interim)(9)		 2021 32 1 0 21 53 - 107
Malte
Krueger,
(former)
CEO
Mobile.de(10
)		 2021 118 3 5 45 289 - 460
2021 2,712 371 416 3,690 3,328 0 10,517
Total 2020 2,166 316 250 731 2,668 0 6,131

1) Some of the members receive salary in currencies other than EUR. Average annual exchange rates are used to translate the numbers in the table above in EUR.

2) Other benefits relate mainly to car and lunch allowances, private insurance allowance and relocation costs.

3) Short-term Variable Pay is the accrued and paid amounts during 2021 (and not exceeding one year) including annual cash bonus from the Adevinta Variable Incentive plan, France profit sharing for Antoine Jouteau and Appreciation Awards for key leaders in recognition of their hard work and resilience shown throughout the eCG transaction.

4) Shared-Based payment is the accrued amounts related to 2021 (the amounts do not necessarily reflect actual shares transferred or cash payments) for the Schibsted legacy programs and Adevinta Transition Awards,PSP 2019,2020,2021, LEP, Integration and Merger Awards. For further guidelines and details on costs, valuation and more see note 10 of the Annual Report 2021.

5) No extraordinary items were paid in 2021.

6) Gianpaolo Santorsola receives a cash payment equal to 8% of his salary in lieu of pension.

7) Ovidiu Solomonov remuneration is from 1 January 2021 to 26 June 2021.

8) ZacharyCandelario remuneration is from 26 June 2021. Remuneration from other Group Companies has not been received related to positions prior to June 2021.

9) Patricia Lobinger remuneration is from 26 October to 31 December 2021.

10) Malte Kruger remuneration is from 26 June to 26 October 2021. Remuneration from other Group Companies has not been received related to positions prior to June 2021.

Pay Mix of Members of the Executive Management in 2021 and 2020

3. Share-Based Remuneration of our Executive Management

The Company grants awards that are related to shares and the development of the share price. The following information gives an overview of share-based awards over the year. This information shows how these awards relate to the Company's long-term financial performance of the Company, as well as how the share-based remuneration is set-up and awarded.

The annually granted share based plans aid in the attraction and retention of the Executive Management and support the long-term financial performance and sustainability of the Company and its shareholders to the incentives and therefore interests of the Executive Management. The plans motivate and incentivise the participants to deliver sustained business performance. Each member of the Executive Management is eligible to receive an annual grant. For information on each award including the set up, settlement of rights, vesting periods, other conditions and cost see Note 10 of the Annual Report 2021.

Shares held by Executive Management

Overview of shares held by the Executive Management

The table below shows a reconciliation of the unvested share awards of Adevinta held by the Executive Management.

Information
regarding
reported
fiscal
year
Ope
ning
Main
terms
and
conditions
of
share
Bala		 During
Year		 the Closing
Balance
award plans nce
1 2 3 4 5 6 7 8 9 10 11 12
Specifi Performa Awar Vesti End Sha Sh Sh Sh Shar Shar Shar
cation
of
plan		 nce
period		 d
date		 ng
date		 of
holdi		 res
at		 are
s		 are
s		 are
s		 es
subj		 es
awar		 e
subj
ng the aw ve lap ect ded ect
perio begi ard ste se to
a		 and to
a
d nnin ed d d Perf unve holdi
g
of		 orma sted ng
Name
of		 the nce at perio
leading
person,		 year Con
ditio		 year
end		 d
position n
Transiti
on
Award		 n.a. 10
Apr.
2019		 10
Apr.
2021		 n.a. 66,4
72		 0 66,
472		 0 0 0 0
10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 80,0
24		 0 58,
418		 21,
606		 0 0 0
PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 40,0
11		 0 0 10,
803		 0 29,20
8		 0
11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 40,0
12		 0 0 10,
803		 0 29,20
9		 0
Rolv
Erik
Ryssdal,
CEO		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 64,0
14		 0 0 0 64,01
4		 64,01
4		 0
PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 32,0
07		 0 0 0 32,00
7		 32,00
7		 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 32,0
07		 0 0 0 32,00
7		 32,00
7		 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 98,
383		 0 0 98,38
3		 98,38
3		 98,38
3
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 32,
795		 0 0 0 32,79
5		 32,79
5
n.a. 30
Sep.
2019		 30
Sep.
2021		 n.a. 182 0 182 0 0 0 0
n.a. 13
Feb.
2020		 13
Feb.
2022		 n.a. 154 0 0 0 0 154 0
n.a. 4
May.
2020		 4
May.
2022		 n.a. 95 0 0 0 0 95 0
n.a. 6
Aug.
2020		 6
Aug.
2022		 n.a. 54 0 0 0 0 54 0
n.a. 29
Oct.
2020		 29
Oct.
2022		 n.a. 58 0 0 0 0 58 0
ASPP n.a. 3
Mar.
2021		 3
Mar.
2023		 n.a. 0 65 0 0 0 65 0
n.a. 31
Mar.
2021		 31
Mar.
2023		 n.a. 0 63 0 0 0 63 0
n.a. 30
Jun.
2021		 30
Jun.
2023		 n.a. 0 48 0 0 0 48 0
n.a. 30
Sep.
2021		 30
Sep.
2023		 n.a. 0 60 0 0 0 60 0
n.a. 31
Dec.
2021		 31
Dec.
2023		 n.a. 0 174 0 0 0 174 0
10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 59,0
30		 0 43,
092		 15,
938		 0 0 0
Uvashni
Raman,
CFO		 PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 29,5
14		 0 0 7,9
69		 0 21,54
5		 0
11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 29,5
15		 0 0 7,9
69		 0 21,54
6		 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 49,0
94		 0 0 0 49,09
4		 49,09
4		 0
PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 24,5
47		 0 0 0 24,54
7		 24,54
7		 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 24,5
47		 0 0 0 24,54
7		 24,54
7		 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 78,
930		 0 0 78,93
0		 78,93
0		 78,93
0
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 26,
311		 0 0 0 26,31
1		 26,31
1
n.a. 30
Sep.
2019		 30
Sep.
2021		 n.a. 292 0 292 0 0 0 0
n.a. 13
Feb.
2020		 13
Feb.
2022		 n.a. 244 0 244 0 0 0 0
n.a. 4
May.
2020		 4
May.
2022		 n.a. 168 0 0 0 0 168 0
n.a. 6
Aug.
2020		 6
Aug.
2022		 n.a. 92 0 0 0 0 92 0
ASPP n.a. 29
Oct.
2020		 29
Oct.
2022		 n.a. 99 0 0 0 0 99 0
n.a. 3
Mar.
2021		 3
Mar.
2023		 n.a. 86 0 0 0 0 86 0
n.a. 31
Mar.
2021		 31
Mar.
2023		 n.a. 0 99 0 0 0 99 0
n.a. 30
Jun.
2021		 30
Jun.
2023		 n.a. 0 77 0 0 0 77 0
n.a. 30
Sep.
2021		 30
Sep.
2023		 n.a. 0 85 0 0 0 85 0
n.a. 31
Dec.
2021		 31
Dec.
2023		 n.a. 0 98 0 0 0 98 0
Nicki
Dexter,
Chief
People
and
Communica		 Transiti
on
Award		 n.a. 10
Apr.
2019		 10
Apr.
2021		 n.a. 15,8
67		 0 15,
867		 0 0 0 0
PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 20,6
87		 0 15,
102		 5,5
85		 0 0 0
tions
Officer		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 10,3
43		 0 0 2,7
93		 0 7,550 0
11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 10,3
43		 0 0 2,7
93		 0 7,550 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 19,6
15		 0 0 0 19,61
5		 19,61
5		 0
PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 9,80
8		 0 0 0 9,808 9,808 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 9,80
7		 0 0 0 9,807 9,807 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 32,
169		 0 0 32,16
9		 32,16
9		 32,16
9
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 10,
723		 0 0 0 10,72
3		 10,72
3
n.a. 30
Sep.
2019		 30
Sep.
2021		 n.a. 220 0 220 0 0 0 0
n.a. 13
Feb.
2020		 13
Feb.
2022		 n.a. 184 0 0 0 0 184 0
n.a. 4
May.
2020		 4
May.
2022		 n.a. 135 0 0 0 0 135 0
n.a. 6
Aug.
2020		 6
Aug.
2022		 n.a. 73 0 0 0 0 73 0
ASPP n.a. 29
Oct.
2020		 29
Oct.
2022		 n.a. 79 0 0 0 0 79 0
n.a. 3
Mar.
2021		 3
Mar.
2023		 n.a. 87 0 0 0 0 87 0
n.a. 31
Mar.
2021		 31
Mar.
2023		 n.a. 0 83 0 0 0 83 0
n.a. 30
Jun.
2021		 30
Jun.
2023		 n.a. 0 65 0 0 0 65 0
n.a. 30
Sep.
2021		 30
Sep.
2023		 n.a. 0 98 0 0 0 98 0
n.a. 31
Dec.
2021		 31
Dec.
2023		 n.a. 0 142 0 0 0 142 0
Transiti
on
Award		 n.a. 10
Apr.
2019		 10
Apr.
2021		 n.a. 42,6
27		 0 42,
627		 0 0 0 0
10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 54,8
13		 0 40,
013		 14,
800		 0 0 0
PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 27,4
07		 0 0 7,4
00		 0 20,00
7		 0
11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 27,4
06		 0 0 7,4
00		 0 20,00
6		 0
PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 45,5
88		 0 0 0 45,58
8		 45,58
8		 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 22,7
93		 0 0 0 22,79
3		 22,79
3		 0
Gianpaolo
Santorsola,
EVP		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 22,7
94		 0 0 0 22,79
4		 22,79
4		 0
European
Markets		 PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 56,
379		 0 0 56,37
9		 56,37
9		 56,37
9
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 18,
793		 0 0 0 18,79
3		 18,79
3
n.a. 30
Sep.
2019		 30
Sep.
2021		 n.a. 224 0 224 0 0 0 0
n.a. 13
Feb.
2020		 13
Feb.
2022		 n.a. 186 0 0 0 0 186 0
ASPP n.a. 4
May.
2020		 4
May.
2022		 n.a. 126 0 0 0 0 126 0
n.a. 6
Aug.
2020		 6
Aug.
2022		 n.a. 70 0 0 0 0 70 0
n.a. 29
Oct.
2020		 29
Oct.
2022		 n.a. 75 0 0 0 0 75 0
n.a. 3
Mar.
2021		 3
Mar.
2023		 n.a. 78 0 0 0 0 78 0
n.a. 31
Mar.
2021		 31
Mar.
2023		 n.a. 0 75 0 0 0 75 0
n.a. 30
Jun.
2021		 30
Jun.
2023		 n.a. 0 57 0 0 0 57 0
n.a. 30
Sep.
2021		 30
Sep.
2023		 n.a. 0 69 0 0 0 69 0
n.a. 31
Dec.
2021		 31
Dec.
2023		 n.a. 0 98 0 0 0 98 0
Transiti
on
Award		 n.a. 10
Apr.
2019		 10
Apr.
2021		 n.a. 42,0
88		 0 42,
088		 0 0 0 0
PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 54,8
13		 0 40,
013		 14,
800		 0 0 0
10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 27,4
07		 0 0 7,4
00		 0 20,00
7		 0
Antoine 11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 27,4
06		 0 0 7,4
00		 0 20,00
6		 0
Jouteau,
CEO
Adevinta		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 45,5
88		 0 0 0 45,58
8		 45,58
8		 0
France PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 22,7
93		 0 0 0 22,79
3		 22,79
3		 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 22,7
94		 0 0 0 22,79
4		 22,79
4		 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 52,
151		 0 0 52,15
1		 52,15
1		 52,15
1
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 17,
384		 0 0 0 17,38
4		 17,38
4
Transiti
on
Award		 n.a. 10
Apr.
2019		 10
Apr.
2021		 n.a. 16,8
51		 0 16,
851		 0 0 0 0
10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 18,2
01		 0 13,
287		 4,9
14		 0 0 0
PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 9,10
0		 0 0 2,4
57		 0 6,643 0
11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 9,10
0		 0 0 2,4
57		 0 6,643 0
1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 19,2
53		 0 0 0 19,25
3		 19,25
3		 0
PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 9,62
6		 0 0 0 9,626 9,626 0
Renaud
Bruyeron,		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 9,62
6		 0 0 0 9,626 9,626 0
Chief
Product
and		 PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 22,
551		 0 0 22,55
1		 22,55
1		 22,55
1
Technology
Officer
(Interim)		 EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 7,5
18		 0 0 0 7,518 7,518
n.a. 13
Feb.
2020		 13
Feb.
2022		 n.a. 244 0 0 0 0 244 0
n.a. 4
May.
2020		 4
May.
2022		 n.a. 168 0 0 0 0 168 0
n.a. 6
Aug.
2020		 6
Aug.
2022		 n.a. 91 0 0 0 0 91 0
ASPP n.a. 29
Oct.
2020		 29
Oct.
2022		 n.a. 100 0 0 0 0 100 0
n.a. 3
Mar.
2021		 3
Mar.
2023		 n.a. 105 0 0 0 0 105 0
n.a. 31
Mar.
2021		 31
Mar.
2023		 n.a. 0 99 0 0 0 99 0
n.a. 30
Jun.
2021		 30
Jun.
2023		 n.a. 0 77 0 0 0 77 0
n.a. 30
Sep.
2021		 30
Sep.
2023		 n.a. 0 94 0 0 0 94 0
n.a. 31
Dec.
2021		 31
Dec.
2023		 n.a. 0 98 0 0 0 98 0
Transiti
on
Award		 n.a. 10
Apr.
2019		 10
Apr.
2021		 n.a. 21,6
64		 0 21,
664		 0 0 0 0
10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2021		 31
Dec.
2021		 40,4
78		 0 0 40,
478		 0 0 0
PSP
2019		 10 Apr.
2019 to 31
Dec. 2021		 10
Apr.
2019		 31
Dec.
2022		 31
Dec.
2022		 20,2
38		 0 0 20,
238		 0 0 0
11 Apr.
2019 to 31
Dec. 2021		 11
Apr.
2019		 31
Dec.
2023		 31
Dec.
2023		 20,2
39		 0 0 20,
239		 0 0 0
PSP
2020		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2023		 31
Dec.
2023		 16,8
32		 0 0 16,
832		 0 0 0
Ovidiu
Solomonov,		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2022		 31
Dec.
2022		 33,6
65		 0 0 33,
665		 0 0 0
(former)
VP
Global
Markets		 1 Jan. 2020
to 31 Dec.
2022		 1
Jan.
2020		 31
Dec.
2024		 31
Dec.
2024		 16,8
32		 0 0 16,
832		 0 0 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 12,
590		 0 12,
590		 0 0 0
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 4,1
97		 0 4,1
97		 0 0 0
n.a. 30
Sep.
2019		 30
Sep.
2021		 n.a. 218 0 218 0 0 0 0
ASPP n.a. 13
Feb.
2020		 13
Feb.
2022		 n.a. 186 0 0 186 0 0 0
n.a. 4
May.
2020		 4
May.
2022		 n.a. 128 0 0 128 0 0 0
n.a. 6
Aug.
2020		 6
Aug.
2022		 n.a. 70 0 0 70 0 0 0
n.a. 29
Oct.
2020		 29
Oct.
2022		 n.a. 77 0 0 77 0 0 0
n.a. 3
Mar.
2021		 3
Mar.
2023		 n.a. 0 82 0 82 0 0 0
n.a. 31
Mar.
2021		 31
Mar.
2023		 n.a. 0 77 0 77 0 0 0
n.a. 30
Jun.
2021		 30
Jun.
2023		 n.a. 0 51 0 51 0 0 0
ELEP 25 Jun.
2021 - 31
Mar. 2022		 25
Jun.
2021		 31
Mar.
2022		 n.a. 0 22,
578		 0 0 22,57
8		 22,57
8		 22,57
8
25 Jun.
2021 - 31
Mar. 2023		 25
Jun.
2021		 31
Mar.
2023		 n.a. 0 34,
458		 0 0 34,45
8		 34,45
8		 34,45
8
ZacharyCand
elario,		 25 Jun.
2021 - 31
Mar. 2024		 25
Jun.
2021		 31
Mar.
2024		 n.a. 0 19,
207		 0 0 19,20
7		 19,20
7		 19,20
7
EVP
International
Markets		 25 Jun.
2021 - 31
Mar. 2025		 25
Jun.
2021		 31
Mar.
2025		 n.a. 0 3,8
30		 0 0 3,830 3,830 3,830
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 43,
172		 0 0 43,17
2		 43,17
2		 43,17
2
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 14,
391		 0 0 0 14,39
1		 14,39
1
Patricia
Lobinger,
CEO
Mobile.de		 n.a. 25
Jun.
2021		 31
Mar.
2022		 n.a. 0 4,8
93		 0 0 0 4,893 0
NLEP n.a. 25
Jun.
2021		 30
Sep.
2022		 n.a. 0 4,4
82		 0 0 0 4,482 0
(interim) n.a. 25
Jun.
2021		 31
Mar.
2023		 n.a. 0 4,0
67		 0 0 0 4,067 0
n.a. 25
Jun.
2021		 30
Sep.
2023		 n.a. 0 3,3
72		 0 0 0 3,372 0
n.a. 25
Jun.
2021		 31
Mar.
2024		 n.a. 0 2,6
71		 0 0 0 2,671 0
n.a. 25
Jun.
2021		 30
Sep.
2024		 n.a. 0 1,3
41		 0 0 0 1,341 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 7,3
40		 0 0 7,340 7,340 0
NEMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 2,4
47		 0 0 0 2,447 0
Integrat
ion
Award		 n.a. 1
Nov.
2021		 1
Nov.
2022		 n.a. 0 876 0 0 0 876 0
n.a. 1
Nov.
2021		 1
Nov.
2023		 n.a. 0 875 0 0 0 875 0
25 Jun.
2021 - 31
Mar. 2022		 25
Jun.
2021		 31
Mar.
2022		 n.a. 0 23,
606		 0 23,
606		 0 0 0
25 Jun.
2021 - 31
Mar. 2023		 25
Jun.
2021		 31
Mar.
2023		 n.a. 0 36,
516		 0 36,
516		 0 0 0
Malte
Kreuger,		 ELEP 25 Jun.
2021 - 31
Mar. 2024		 25
Jun.
2021		 31
Mar.
2024		 n.a. 0 19,
724		 0 19,
724		 0 0 0
(former) CEO
Mobile.de		 25 Jun.
2021 - 31
Mar. 2025		 25
Jun.
2021		 31
Mar.
2025		 n.a. 0 3,8
30		 0 3,8
30		 0 0 0
PSP
2021		 1 Jan. 2021
to 31 Dec.
2023		 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 49,
332		 0 49,
332		 0 0 0
EMA
2021		 n.a. 1
Jan.
2021		 31
Dec.
2023		 31
Dec.
2025		 0 16,
444		 0 16,
444		 0 0 0

4 The Company's right to reclaim variable remuneration Clawback

The share-based award plans include malus and clawback provisions which permit Adevinta to cancel unvested shares and/or to require already transferred shares to be delivered back to the Company, including in the following circumstances:

  • Discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts or the audited accounts of any Adevinta group member;
  • Action or conduct of a participant which, in the reasonable opinion of the Board, amounts to employee misbehaviour, fraud or gross misconduct;
  • Agreements entered into with employees under previous plans (including those which were transferred to Adevinta as part of the demerger process from Schibsted) will continue.

No clawback provisions have been enacted for the Executive Management during the year.

5. Information on how the remuneration complies with the remuneration guidelines and how performance criteria were used

The information describes how incentives were delivered to the Executive Management in 2021 and how they were determined versus performance.

AVI 2021 Performance Goal Information

The Executive Management participate in the AVI cash-based incentive plan, designed to drive performance over a one-year period coinciding with Adevinta's financial year. Payouts are based on the achievement of financial, strategic and operational objectives which are set by the Board at the start of the financial year. The performance period is the same as the financial year. Personal performance is not considered for the plan, in order to reflect the culture of winning together and losing together.

AVI payouts are determined by:

● Financial underpin

A threshold of 80% of budget Group EBITDA and Group revenue is applied, where a minimum performance is needed for any incentive to be payable to anyone eligible to ensure results are achieved for the group and that individual marketplace success cannot come at the expense of the group.

● Financial objectives

70% is weighted to the key performance indicators of revenue and EBITDA. There is a focus to drive overall performance for the Company via group EBITDA results and to drive local performance via local marketplace revenue results. For leaders of global functions, including the CEO and the AdEx for Product and Technology, Finance and Legal and People and Communications, 35% is attributable to group revenue and 35% to group EBITDA. For all AdEx for marketplaces, including France, mobile, European and International, 35% is attributable to local marketplace revenue and 35% to group EBITDA. These targets are set at the beginning of the year, and approved by the Board alongside the financial budget. Results are measured at the end of the year and approved by the Board.

● Strategic and operational objectives 30% is weighted to targets for Group business strategy, long-term interests and sustainability objectives for the short-term strategic needs of a function or marketplace, and the interaction of targets across the AdEx. These targets can include operational measures of the business, measures on people and talent and measures on environment, social and governance initiatives.

(as % of target) Weight Performance Payout
< 90% 0%
90% 50%
Financial 70% 100% 100%
112.5% 150%
> 112.5% 150%
< 80% 0%
Strategic 30% 80 - 100% 80 - 100%
> 100% 100%
80% achievement of Adevinta EBITDA &
Group Underpin Revenue targets.

Payouts and weightings are as follows:

AVI 2021 Payouts for AdEx

Leading Persons' Performance in the Reported Fiscal Year
1 2 3 4 Performance
Outcome		 4 5 6
Name of
leading		 Bonus Actual
performance		 Total Perf. Bon
us		 Bon
us
person,
position		 Description of performance
criteria and type of applicable
remuneration		 Target Relati
ve
weigh
ting		 a) %
goal		 b)
payou
t %		 Award
%		 Fact
or		 Awa
rded		 Am
oun
t
(EU
R)
Rolv Erik
Ryssdal,		 Group EBITDA 65% 35% 108.7
%		 134.6
%		 47.1% 98.7 % 64.1
%		 523,
368
CEO Group Revenue 35% 101.8 107.3 37.6%
% %
Employee Integration Goals* 10% 67.2% 0% 0%
Adevinta Strategic Operational
Goals		 20% 70% 70% 14%
Uvashni
Raman,		 Group EBITDA 35% 108.7
%		 134.6
%		 47.1% 104.
7%		 52.3
%		 292,
973
Group Revenue 50% 35% 101.8
%		 107.3
%		 37.6%
CFO Employee Integration Goals 10% 67.2% 0% 0%
Finance & Legal Strategic
Operational Goals*		 20% 100% 100% 20%
Nicki
Dexter,		 Group EBITDA 35% 108.7
%		 134.6
%		 47.1%
Chief
People and		 Group Revenue 45% 35% 101.8
%		 107.3
%		 37.6% 104.
7%		 47.1 138,
Communic Employee Integration Goals* 10% 67.2% 0% 0% % 652
ations
Officer		 People & Communications
Strategic Operational Goals		 20% 100% 100% 20%
Gianpaolo
Santorsola,
EVP
European		 Group EBITDA 50% 35% 108.7
%		 134.6
%		 47.1% 93.8
%		 46.9
%		 191,
333
European Marketplace Revenue 35% 100.5
%		 102.1
%		 35.7%
Employee Integration Goals* 10% 67.2% 0% 0%
Markets European Marketplace Strategic
Operational Goals		 20% 100% 55% 11.0%
Antoine Group EBITDA 35% 108.7
%		 134.6
%		 47.1%
Jouteau,
CEO		 France Marketplace Revenue 50% 35% 103.4
%		 113.6
%		 39.8% 106. 53.1 196,
321
Adevinta Employee Integration Goals* 10% 67.2% 0% 0% 2% %
France France Marketplace Operational
Goals		 20% 100% 97% 19.3%
Renaud
Bruyeron,		 Group EBITDA 35% 108.7
%		 134.6
%		 47.1%
Chief
Product
and
Technology
Officer
(Interim)		 Group Revenue 40% 35% 101.8
%		 107.3
%		 37.6% 100.
1%		 40.1
%		 96,1
28
Employee Integration Goals* 10% 67.2% 0% 0%
Product & Technology Strategic
Operational Goals		 20% 100% 77% 15.5%
Zachary
Candelario,		 Group EBITDA 45% 35% 106.1
%		 124.5
%		 43.6% 97.9 44.1 81,8
EVP International Marketplace 35% 100.1 100.4 35.1% % % 28
Internation Revenue % %
al Markets Employee Integration Goals* 10% 67.2% 0% 0%
International Marketplace
Operational Goals		 20% 100% 96% 19.2%
Patricia Group EBITDA 25% 4 35% 106.1
%		 124.5
%		 43.6%
Lobinger,
CEO
Mobile.de
(interim)		 Mobile.de Marketplace Revenue mo. /
35% 2
mo.		 35% 92.2% 68.8% 24.1% 86.1
%		 20.9
%		 18,3
00
Employee Integration Goals* 10% 67.2% 0% 0%
Mobile.de Marketplace
Operational Goals		 20% 100% 92% 18.4%
Malte Group EBITDA 35% 106.1
%		 124.5
%		 43.6%
Krueger,
(former)
CEO
Mobile.de		 Mobile.de Marketplace Revenue 45% 35% 92.2% 68.8% 24.1% 86.1
%		 38.7 67,7
92
Employee Integration Goals* 10% 67.2% 0% 0% %
Mobile.de Marketplace
Operational Goals		 20% 100% 92% 18.4%

*The Employee Integration Goal measured sentiment of employees of the integration process. The engagement threshold was not achieved.

PSP 2019 Vesting Performance Information

The PSP 2019 award vests to the extent that the Performance Target was met over the Performance Period from 10 April 2019 until 31 December 2021 relative to a Comparator Group. Adevinta's performance relative to the Comparator Group was at the 66th percentile, which falls between the median and the upper quartile to give a final vesting of 73% of the Maximum Opportunity. For Executive Management the PSP 2019 will vest in tranches of 50%/25%/25% on 31 December for the years 2021/2022/2023.

Performance Range
Final Threshold
Maximum		 Adevinta
Vesting (Median) (Upper Quartile) Final
TSR 17.65% 58.46% 40.44%
Percentile 50th 75th 66th
Vesting 25% 100% 73.0%

The shares used to vest this award were acquired from the market and were not new issues of Adevinta shares.

6. Exceptions and deviations from the Remuneration Policy and the procedure for implementation

The Board may in special, temporary circumstances deviate from all or parts of this Policy, if such deviation is deemed necessary to serve and/or safeguard the long-term interests and sustainability of the Company as a whole or assure its viability, including related to special events including divestments and acquisitions and resulting business transformations as well as for reasons concerning the competitive external talent market and remuneration practices.

Any such deviation must be discussed in the RemCo who shall provide a substantiated recommendation to the Board.

For 2021, the following deviations have been made:

1. AVI Bonus Target for the CEO of 65% from 2021

With the acquisition of the eCG business from eBay in 2021, the annual Adevinta Variable Incentive (AVI) bonus target for the CEO was harmonised from the prior 50% target to the eCG target of 65%. The RemCo recommended this action that was approved by the Board to assist in the long-term integration goal of the Company. This change happened upon the integration after the Annual General Meeting in 2021 and was therefore a deviation from the previously approved Policy. This deviation will be proposed to be made permanent in the Remuneration Policy to be addressed to the Annual General Meeting in 2022.

2. Holding Requirement on Executive Performance LTI from 2021

Prior to 2021, LTI for the Executive Management included a vesting schedule of 50%/25%/25% after 3/4/5 years. In 2021, the LTI vesting was changed to 100% after 3 years, but with a 2 year holding period thereafter in order to more closely align with typical market practice, and therefore be more competitive to ensure retention of key talent at a critical time for Adevinta following the acquisition of eCG. The RemCo recommended this action that was approved by the Board to assist in the long-term integration goal of the Company when the PSP was granted after the Annual General Meeting in 2021.

3. PSP Change for Executive LTI from 2021

To recognize the combination of eCG and Adevinta, a portion of this LTI program was changed to RSU to aid retention of key talent during changing and ambiguous times. The award vests after 3 years, except for new joiners where it vests after one year. The RemCo recommended this action that was approved by the Board to assist in the long-term integration goal of the Company. The grants were made after the Annual General Meeting in 2021. This deviation has improved retention in a critical market. An extension of this RSU award as part of the PSP is included by the Board for proposal at the Annual General Meeting in 2022.

4. Legacy Equity Plan (LEP) Grants for 2021

With the combination of eCG from eBay, incoming Adevintan employees forfeit their unvested eBay RSUs at the close of the sale. The RemCo recommended and the Board approved the creation of a one-off equity plan to recognize the forfeit unvested

eBay RSU by granting transitional Adevinta awards under the LEP. For former executive team members of eCG, including future AdEx members, their LEP grants had as well a performance condition based on total shareholder return of Adevinta versus a peer group, with a minimum payout of 25% with CEO discretion should the performance condition not be met. These grants were made after the Annual General Meeting in 2021. The action was approved by the Board to assist with long-term retention of talent and to support the integration goal of the Company.

7 Annual Changes in Remuneration and the Company's Results

The table below shows changes in received remuneration and company performance.

2021/2020 2020/2019(3)
Remuneration for Executive Management
Rolv Erik Ryssdal 66% -9%
Uvashni Raman 78% 19%
Nicki Dexter 83% 7%
Gianpaolo Santorsola 37% -20%
Antoine Jouteau 43% 4%
Renaud Bruyeron 60% 9%
Ovidiu Solomonov (1) -60% -18%
Zachary Candelario(2) n/a n/a
Patricia Lobinger(2) n/a n/a
Malte Kruger(2) n/a n/a
Company Results
Revenue 10% -2%
EBITDA 10% -6%
Number of Employees 34% 12%
Monthly Average Visits 231% -13%
Average remuneration on a full-time equivalent basis of Group
Employees
Group Employee Avg.
Remuneration		 36% -7%

Annual Change in Executive Remuneration

(1) Ovidiu Solomonov remuneration is from 1 January 2021 to 26 June 2021.

(2) Appointed in 2021.

(3) Only comparatives from 2019 have been included since the Company was established in that year.

8. Change of Policy

In 2021, there were no changes to the Remuneration Policy since the Annual General Meeting in 2020. A Remuneration Policy shall be proposed for approval at the Annual General Meeting in 2022.

9. Information regarding shareholder vote

At the Annual General Meeting in 2021, the Remuneration Policy was adopted with 99.8% of the votes cast in favour. This Remuneration Report for the financial year 2021, as well as the Remuneration Policy, shall be proposed for approval at the Annual General Meeting in 2022.

10. Other arrangements for senior executives

Pension Arrangements

To remain competitive and to encourage retirement planning, the Executive Management may be eligible to participate in a defined benefit or defined contribution pension scheme, or alternatively may receive cash in lieu of pension. Contributions to defined contribution schemes or cash in lieu of pension are linked to base salary only.

  • The CEO continues to participate in the Schibsted Pension Plan which entitles him to a disability pension, early retirement pension from the age of 60 to 62 and thereafter a lifelong retirement pension 1 . This agreement was specific to Adevinta's spin-off from Schibsted at that time and is not intended to continue for a new CEO.
  • The EVP European Markets receive a cash payment in lieu of pension 8% of salary.
  • The Chief People & Communication Officer participates in a defined contribution scheme with employer contributions equal to 6% of salary.
  • Other members of the Executive Management do not currently receive pension contributions other than any applicable State pension contributions in the applicable country. However, the Board intends to review this during the coming year. Any pension arrangements will be viewed in connection with the overall salary and employment conditions, and will be aligned with market practice in the relevant country. Local rules governing pension entitlement, social security entitlement and taxation are taken into account when designing individual pension plans.

1 It has been agreed that the current CEO will retire as from 1 March 2023. He will receive an early retirement pension from this point until age 67, at which point he will receive the lifelong retirement pension.

Management's statement on the Remuneration Report Management's statement on the Remuneration Report

The Board has today considered and adopted the Remuneration Report of Adevinta ASA for the financial year 2021. The Remuneration Report is prepared in accordance with Section 6-16b of the Norwegian Public Limited Liability Companies Act. The Remuneration Report is submitted to the General Meeting for an advisory vote.

Oslo, 7th June 2022

Orla Noonan Chairperson of the Board Adevinta ASA On behalf of the Board of Directors

_______________________

Orla Noonan, Fernando Abril-Martorell Hernández, Peter Brooks-Johnson, Kristin Skogen Lund, Sophie Javary, Michael Nilles, Julia Jakel, Marie Oh Huber, Aleksander Rosinski, Mark Solomns and Dipan Patel.

Independent Auditor's Report on Remuneration Report Independent Auditor's Report on Remuneration Report

To the Shareholders of Adevinta ASA

Statsautoriserte revisorer Ernst & Young AS

Dronning Eufemias gate 6a, 0191 Oslo Postboks 1156 Sentrum, 0107 Oslo

Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00

www.ey.no Medlemmer av Den norske Revisorforening

INDEPENDENT AUDITOR9S ASSURANCE REPORT ON REMUNERATION REPORT

To the General Meeting of Adevinta ASA

Opinion

We have performed an assurance engagement to obtain reasonable assurance that Adevinta ASA9s report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2021 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.

Board of directors9 responsibilities

The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.

Our independence and quality control

We are independent of the company in accordance with the requirements of the relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants9 International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Control 1 (ISQC 1) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Auditor9s responsibilities

Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 3 <Assurance engagements other than audits or reviews of historical financial information=.

We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company9s internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 7 June 2022 ERNST & YOUNG AS

The auditor's assurance report is signed electronically

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