Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 3.73M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 186K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 44K
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 42K
7: EX-13.2 Annual or Quarterly Report to Security Holders HTML 42K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 54K Awarded Compensation
4: EX-12.1 Statement re: the Computation of Ratios HTML 44K
5: EX-12.2 Statement re: the Computation of Ratios HTML 45K
8: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 45K
15: R1 Cover HTML 108K
16: R2 Audit Information HTML 46K
17: R3 Consolidated statement of operations HTML 89K
18: R4 Consolidated statement of comprehensive loss HTML 67K
19: R5 Consolidated statement of financial position HTML 131K
20: R6 Consolidated statement of changes in equity HTML 89K
21: R7 Consolidated statement of cash flows HTML 146K
22: R8 Corporate information HTML 44K
23: R9 Summary of material accounting policies HTML 130K
24: R10 Critical accounting estimates and judgments HTML 52K
25: R11 Revenue recognition HTML 46K
26: R12 Business combinations HTML 59K
27: R13 Personnel expenses HTML 59K
28: R14 Auditor remuneration HTML 45K
29: R15 Finance income and costs HTML 64K
30: R16 Income tax HTML 126K
31: R17 Loss per share HTML 74K
32: R18 Leases HTML 85K
33: R19 Property and equipment HTML 83K
34: R20 Goodwill and intangible assets HTML 106K
35: R21 Restricted cash and other non-current assets HTML 49K
36: R22 Trade and other receivables HTML 64K
37: R23 Other current assets HTML 49K
38: R24 Issued share capital and other reserves HTML 101K
39: R25 Share-based compensation HTML 149K
40: R26 Exchangeable Notes HTML 52K
41: R27 Trade and other payables HTML 48K
42: R28 Accrued expenses and other liabilities HTML 54K
43: R29 Provisions HTML 90K
44: R30 Financial risk management and financial HTML 228K
instruments
45: R31 Segment information HTML 93K
46: R32 Commitments and contingencies HTML 60K
47: R33 Related party transactions HTML 52K
48: R34 Group information HTML 64K
49: R35 Events after reporting period HTML 43K
50: R36 Summary of material accounting policies (Policies) HTML 178K
51: R37 Business combinations (Tables) HTML 49K
52: R38 Personnel expenses (Tables) HTML 60K
53: R39 Auditor remuneration (Tables) HTML 45K
54: R40 Finance income and costs (Tables) HTML 64K
55: R41 Income tax (Tables) HTML 129K
56: R42 Loss per share (Tables) HTML 75K
57: R43 Leases (Tables) HTML 90K
58: R44 Property and equipment (Tables) HTML 89K
59: R45 Goodwill and intangible assets (Tables) HTML 102K
60: R46 Restricted cash and other non-current assets HTML 49K
(Tables)
61: R47 Trade and other receivables (Tables) HTML 68K
62: R48 Other current assets (Tables) HTML 48K
63: R49 Issued share capital and other reserves (Tables) HTML 93K
64: R50 Share-based compensation (Tables) HTML 151K
65: R51 Trade and other payables (Tables) HTML 48K
66: R52 Accrued expenses and other liabilities (Tables) HTML 53K
67: R53 Provisions (Tables) HTML 86K
68: R54 Financial risk management and financial HTML 216K
instruments (Tables)
69: R55 Segment information (Tables) HTML 94K
70: R56 Commitments and contingencies (Tables) HTML 60K
71: R57 Related party transactions (Tables) HTML 50K
72: R58 Group information (Tables) HTML 63K
73: R59 Summary of material accounting policies - HTML 73K
Additional Information (Details)
74: R60 Revenue recognition (Details) HTML 45K
75: R61 Business combinations - Additional Information HTML 123K
(Details)
76: R62 Business combinations - Provisional Purchase Price HTML 61K
Allocation to Assets Acquired and Liabilities
Assumed (Details)
77: R63 Personnel expenses - Summary of Personnel Expense HTML 56K
(Details)
78: R64 Personnel expenses - Additional Information HTML 44K
(Details)
79: R65 Personnel expenses - Summary of Employee Severance HTML 51K
Explanatory (Details)
80: R66 Auditor remuneration - Summary of Auditor HTML 42K
Remuneration (Details)
81: R67 Finance income and costs - Summary of Finance HTML 71K
Income and Cost (Details)
82: R68 Income tax - Summary of Income Tax Expense HTML 64K
(Benefit) (Details)
83: R69 Income tax - Additional Information (Details) HTML 71K
84: R70 Income tax - Summary of Reconciliation Between HTML 62K
Reported Tax Expense and Theoretical Tax Expense
Loss Before Taxes (Details)
85: R71 Income tax - Schedule of Major Components of HTML 68K
Deferred Tax Assets and Liabilities (Details)
86: R72 Income tax - Summary of Reconciliation of Net HTML 50K
Deferred Tax (Details)
87: R73 Income tax - Summary of Deferred Tax HTML 46K
Reconciliation to Balance Sheet (Details)
88: R74 Income tax - Summary of Deferred Tax Assets HTML 59K
Unrecognized (Details)
89: R75 Income tax - Schedule of Tax Loss and Credit HTML 56K
Carry-forwards Expected To Expire (Details)
90: R76 Loss per share - Summary of Computation of Loss HTML 66K
per share (Details)
91: R77 Loss per share - Summary of Anti-Dilutive HTML 54K
Securities (Details)
92: R78 Leases - Additional Information (Details) HTML 69K
93: R79 Leases - Summary of Roll-forward of Lease HTML 66K
Right-of-use Assets (Details)
94: R80 Leases - Summary of Impairment Charges for Lease HTML 53K
Right-of-use Assets Explanatory (Details)
95: R81 Leases - Summary of Roll-forward of Lease HTML 53K
Liabilities (Details)
96: R82 Leases - Summary of Maturity Analysis of Lease HTML 61K
Liabilities (Details)
97: R83 Property and equipment - Summary of Property and HTML 77K
Equipment (Details)
98: R84 Property and equipment - Summary of Impairment HTML 53K
Charges for Lease Right-of-use Assets Explanatory
(Details)
99: R85 Property and equipment - Additional Information HTML 50K
(Details)
100: R86 Goodwill and intangible assets - Summary of HTML 96K
Goodwill and Intangible Assets (Details)
101: R87 Goodwill and intangible assets - Additional HTML 64K
Information (Details)
102: R88 Goodwill and intangible assets - Schedule of HTML 48K
Carrying Amount of Goodwill Allocated to Each of
the Operating Segments (Details)
103: R89 Restricted cash and other non-current assets - HTML 48K
Summary of Restricted Cash and Other Non-current
Assets (Details)
104: R90 Trade and other receivables - Summary of Trade and HTML 50K
Other Receivables (Details)
105: R91 Trade and other receivables - Summary of Aging of HTML 56K
Group's Net Trade Receivables (Details)
106: R92 Trade and other receivables - Summary of Movements HTML 53K
in Group's Allowance for Expected Credit Losses
(Details)
107: R93 Other current assets (Details) HTML 52K
108: R94 Issued share capital and other reserves - HTML 92K
Additional Information (Details)
109: R95 Issued share capital and other reserves - Summary HTML 110K
of Other Reserves (Details)
110: R96 Share-based compensation - Additional Information HTML 111K
(Details)
111: R97 Share-based compensation - Schedule of Activities HTML 69K
in RSUs, RSAs and Other Contingently Issuable
Shares Outstanding and Related Information
(Details)
112: R98 Share-based compensation - Schedule of Activity in HTML 73K
Stock Options Outstanding and Related Information
(Details)
113: R99 Share-based compensation - Summary of Stock HTML 78K
Options Outstanding (Details)
114: R100 Share-based compensation - Summary of HTML 55K
Black-Scholes Option-Pricing Models (Details)
115: R101 Share-based compensation - Summary of Impact of HTML 59K
Changes on Stock Options Expense for Options
Granted (Details)
116: R102 Share-based compensation - Summary of Expense HTML 53K
Recognized in Consolidated Statement of Operations
for Employee Share Based Payments (Details)
117: R103 Exchangeable Notes (Details) HTML 73K
118: R104 Trade and other payables - Summary of Trade and HTML 49K
Other Payables (Details)
119: R105 Trade and other payables - Additional Information HTML 42K
(Details)
120: R106 Accrued expenses and other liabilities - Summary HTML 57K
of Accrued Expenses and Other Liabilities
(Details)
121: R107 Accrued expenses and other liabilities - HTML 43K
Additional Information (Details)
122: R108 Provisions - Summary of Changes in Groups HTML 77K
Provisions (Details)
123: R109 Financial risk management and financial HTML 226K
instruments - Additional Information (Details)
124: R110 Financial risk management and financial HTML 51K
instruments - Summary of Liquidity Position in
Terms of Available Cash and Cash Equivalents and
Short Term Investments (Details)
125: R111 Financial risk management and financial HTML 50K
instruments - Summary of Immediate Impact on Net
Loss Before Tax (Details)
126: R112 Financial risk management and financial HTML 54K
instruments - Summary of Notional Principal of the
Foreign Currency Exchange Contracts by Hedged Line
Item in Statement of Operations (Details)
127: R113 Financial risk management and financial HTML 121K
instruments - Summary of Major Security Type,
Financial Assets and Liabilities that are Measured
at Fair Value on Recurring Basis and Category
Using Fair Value Hierarchy (Details)
128: R114 Financial risk management and financial HTML 48K
instruments - Summary of Changes in Investments
(Details)
129: R115 Financial risk management and financial HTML 59K
instruments - Summary of Assumption Used to
Estimate Fair Value of Warrants (Details)
130: R116 Financial risk management and financial HTML 52K
instruments - Summary of Changes in Warrants
Liability (Details)
131: R117 Financial risk management and financial HTML 53K
instruments - Other Long Term Investments
(Details)
132: R118 Financial risk management and financial HTML 50K
instruments - Summary of Changes in Convertible
Notes (Details)
133: R119 Financial risk management and financial HTML 49K
instruments - Summary of Exchangeable Note
Assumptions (Details)
134: R120 Segment information - Additional Information HTML 58K
(Details)
135: R121 Segment information - Summary of Key Financial HTML 56K
Performance Measures of Segments Including
Revenue, Cost of Revenue, and Gross Profit/(Loss)
(Details)
136: R122 Segment information - Summary of Reconciliation HTML 56K
Between Reportable Segment Gross Profit to Group?s
(Loss)/Income Before Tax (Details)
137: R123 Segment information - Summary of Revenue by HTML 55K
Geographic Area (Details)
138: R124 Segment information - Summary of Non-Current Asset HTML 53K
by Geographic Area (Details)
139: R125 Commitments and contingencies - Schedule of HTML 48K
Minimum Guarantees Relating to Service, Majority
Relate to Minimum Royalty Payments Associated with
License Agreements for the use of Licensed Content
(Details)
140: R126 Commitments and contingencies - Schedule of HTML 51K
Minimum Purchase Obligations and Service
Agreements With Minimum Spend Commitments Under
Noncancellable Agreements (Details)
141: R127 Related party transaction - Summary of Related HTML 47K
Party Transactions (Details)
142: R128 Related party transactions - Additional HTML 74K
Information (Details)
143: R129 Group information - Summary of Company's Principal HTML 107K
Subsidiaries (Details)
144: R130 Events after reporting period (Details) HTML 46K
146: XML IDEA XML File -- Filing Summary XML 282K
149: XML XBRL Instance -- ck0001639920-20231231_htm XML 4.03M
145: EXCEL IDEA Workbook of Financial Report Info XLSX 301K
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14: EX-101.PRE XBRL Presentations -- ck0001639920-20231231_pre XML 1.93M
10: EX-101.SCH XBRL Schema -- ck0001639920-20231231 XSD 463K
147: JSON XBRL Instance as JSON Data -- MetaLinks 610± 956K
148: ZIP XBRL Zipped Folder -- 0001639920-24-000004-xbrl Zip 846K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The People Experience and Compensation Committee of the Board of Spotify Technology S.A. (the “Company”) has adopted this Clawback Policy (the “Policy”). Capitalized terms not otherwise defined when they are first used are defined in Section 11.
1.Persons Subject to Policy
This Policy
shall apply to current and former Officers.
2.Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after October 2, 2023. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting, or payment of the Incentive-Based Compensation occurs after the end of that period.
3.Recovery of Compensation
In
the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly and in accordance with Section 4 below, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery from the relevant current or former Officer would be Impracticable, except where any member of the Committee is not independent, a majority of the independent directors serving on the Board shall make such determination. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the
Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any Officer’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
4.Manner of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the
Company of Incentive-Based Compensation, Erroneously Awarded Compensation or time-vesting equity awards, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded
Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5.Administration
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the
Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, shareholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
6.Interpretation
Exhibit 97.1
This Policy shall be interpreted and applied in a manner
that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7.No Indemnification or Advancement of Expenses; No Liability
The Company shall not indemnify or provide advancement of expenses or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of
the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
8.Application; Enforceability
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any Other Recovery Arrangements. Subject to Section 4, the remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the
Company or is otherwise required by applicable law and regulations.
9.Severability
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10.Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically
when the Company does not have a class of securities listed on a national securities exchange or association.
11.Definitions
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Board”
means the Board of Directors of the Company.
“Committee” means the People Experience and Compensation Committee of the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any
measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock price and total shareholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct expense paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the
Company has (i) made reasonable attempt(s)
Exhibit 97.1
to recover the Erroneously Awarded Compensation, (ii) documented such reasonable attempt(s) and (iii) provided such documentation to the relevant listing exchange or association, (b) the recovery would violate the Company’s home country laws adopted prior to November 28, 2022; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such a violation and (ii) provided
such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after such person began service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of securities listed on a national
securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who the Company determines serves as a Company officer, as defined in Section 16 of the Securities Exchange Act of 1934, as amended.
“Other Recovery Arrangements” means any clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the
Company or an affiliate or required under applicable law.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year
end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
