Table of Contents
Ordinary Shares Beneficiary Certificates
Percent
of
Total
Voting PowerName Number Percent Number Percent
Daniel Ek 32,773,691 17.2 % 153,417,220 — % 33.5 %
Martin Lorentzon 21,176,660 11.1 % 211,597,620 — % 41.9 %
Baillie Gifford & Co 20,795,970 10.9 % — — 3.8 %
Morgan Stanley 13,385,493 7.0 % — — 2.4 %
T. Rowe Price 11,478,209 6.0 % — — 2.1 %
Tencent 16,631,969 8.7 % — — *
(8)
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(1) Includes 15,341,722 ordinary shares that are held by D.G.E. Investments. Also includes 800,000 ordinary shares issuable pursuant to warrants that are held of record by D.G.E.
Investments that are exercisable or settled within 60 days of December 31, 2020. Mr. Ek is the sole shareholder of D.G.E. Holding, which is the sole shareholder of D.G.E.
Investments. Mr. Ek exercises voting power over the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited
through his indirect ownership of D.G.E. Investments, which holds an irrevocable proxy with regard to these ordinary shares. As such, Mr. Ek may be deemed to share beneficial
ownership of the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited. Additionally, each of D.G.E.
Holding and Mr. Ek may be deemed to share beneficial ownership of the ordinary shares held of record by D.G.E. Investments. The business address of D.G.E. Holding and
D.G.E. Investments is 1 Alexandrou Panagouli, Office 2B, Novel Tower, 6057 Larnaca, Cyprus. The business address of Mr. Ek is c/o Spotify AB Regeringsgatan 19, 111 53
Stockholm, Sweden.
(2) Includes 21,159,762 ordinary shares held by Rosello. Also includes 12,121 ordinary shares issuable pursuant to options and 445 ordinary shares issuable pursuant to RSUs that are
held of record by Mr. Lorentzon that, in each case, are exercisable or settled within 60 days of December 31, 2020. Mr. Lorentzon is the sole shareholder of Amaltea, which is the
sole shareholder of Rosello. As such, each of Amaltea and Mr. Lorentzon may be deemed to share beneficial ownership of the shares held of record by Rosello. The business
address of Rosello is 22 Stasikratous Street, Office 001, 1065 Nicosia, Cyprus.
(3) Based on information reported on Schedule 13G, as filed by Baillie Gifford & Co (Scottish partnership) (“Baillie Gifford”) with the SEC on January 8, 2021, Baillie Gifford has
the following powers with respect to our ordinary shares: (i) sole voting power: 15,299,983; (ii) shared voting power: 0; (c) sole dispositive power: 20,795,970; and (iv) shared
dispositive power: 0. The business address for Baillie Gifford is Carlton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
(4) Based on information reported on Schedule 13G, as filed jointly by Morgan Stanley and Morgan Stanley Investment Management Inc. (collectively, “Morgan Stanley”) with the
SEC on February 14, 2020, Morgan Stanley has the following powers with respect to our ordinary shares: (i) sole voting power: 0; (ii) shared voting power: 11,341,616; (c) sole
dispositive power: 0; and (iv) shared dispositive power: 13,385,493. The business address for Morgan Stanley is 1585 Broadway, New York, NY 10036.
(5) Based on information reported on Schedule 13G, as filed by T. Rowe Price Associates, Inc. (“T. Rowe Price ”) with the SEC on February 14, 2020, T. Rowe Price has the
following powers with respect to our ordinary shares: (i) sole dispositive power: 4,656,535; (ii) shared voting power: 0; (iii) sole dispositive power: 11,478,209; and (iv) shared
dispositive power: 0. The business address of T. Rowe Price is 100 E. Pratt St, Baltimore, MD 21202.
(6) Includes 4,276,200 ordinary shares held of record by TME Hong Kong, 9,076,240 ordinary shares held of record by Image Frame, 3,227,920 ordinary shares held of record by
Tencent Mobility Limited, and 51,609 ordinary shares held by Distribution Pool Limited received in connection with a distribution in kind of the Company’s ordinary shares by a
fund in which an affiliate of Distribution Pool Limited is a limited partner. Tencent is also the majority equity holder of TME, which is the sole shareholder of TME Hong Kong.
Each of Image Frame, Tencent Mobility Limited, and Distribution Pool Limited is wholly owned by Tencent Holdings Limited ("Tencent"). As such, Tencent may be deemed to
share beneficial ownership of the ordinary shares held of record by each of TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited. The address
for Tencent is Level 29, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.
(7) Our shareholders have authorized the issuance of up to 1,400,000,000 beneficiary certificates to shareholders of the Company without reserving to our existing shareholders a
preemptive right to subscribe for the beneficiary certificates issued in the future. Pursuant to our articles of association, our beneficiary certificates may be issued at a ratio of
between one and 20 beneficiary certificates per ordinary share as determined by our board of directors or its delegate at the time of issuance. We have issued ten beneficiary
certificates per ordinary share held of record to entities beneficially owned by our founders, Daniel Ek and Martin Lorentzon, for a total of 365,014,840 beneficiary certificates
outstanding as of December 31, 2020. The beneficiary certificates carry no economic rights and are issued to provide the holders of such certificates additional voting rights. Each
beneficiary certificate entitles its holder to one vote. The beneficiary certificates, subject to certain exceptions, are non-transferable and shall be automatically canceled for no
consideration in the case of sale or transfer of the ordinary share to which they are linked. See “Item 10.B. Memorandum and Articles of Association.”
(8) Mr. Ek exercises voting power over the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited through his
indirect ownership of D.G.E. Investments, which holds an irrevocable proxy with regard to these ordinary shares.
Change in Control Arrangements
None applicable.
B. Related Party Transactions
Luxembourg law prescribes certain procedures for related party transactions with directors, and our articles of association mandate that directors with a
direct or indirect personal interest in any transaction that conflicts with the Company’s interest shall make that interest known and recorded in the board minutes
and shall not participate in discussing or voting on
(7)
(1)(6)
(2)
(3)
(4)
(5)
(6)
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