EXHIBIT 99.2
STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORIES
February 14, 2019
Each of the entities listed on Schedule A attached hereto (each a “Reporting Entity”) and each party listed on Schedule B attached hereto (each a “Reporting Equity Holder”; together with the Reporting Entities, the “Reporting Persons” hereby authorizes and designates Frederic D. Fenton (the “Designated Filer”), for so long as he is employed by TCMI, Inc. or its affiliates, to prepare and file on behalf of such Reporting Person individually, or jointly together with other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission or with any regulatory body, including United States federal, state and self-regulatory bodies, with respect to the Reporting Person’s ownership of, or transactions in, the securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).
Each Reporting Person hereby further authorizes and designates Frederic D. Fenton (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or the Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.
The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with any United States federal or state law or with any regulations promulgated thereto.
Schedule A
TCV VII, L.P.
TCV VII (A), L.P.
Technology Crossover Management VII, L.P.
Technology Crossover Management VII, Ltd.
TCV VII Management, L.L.C.
TCV VIII, L.P.
TCV VIII (A), L.P.
TCV VIII (B), L.P.
TCV Member Fund, L.P.
TCV VIII Spotify, L.P.
TCV VIII Spotify (A), L.P.
TCV VIII Spotify (B), L.P.
TCV VIII Spotify (MF), L.P.
TCV VIII Spotify GP, LLC
Technology Crossover Management VIII, L.P.
Technology Crossover Management VIII, Ltd.
TCV VIII Management, L.L.C.
TCV IX, L.P.
TCV IX (A), L.P.
TCV IX (B), L.P.
Technology Crossover Management IX, L.P.
Technology Crossover Management IX, Ltd.
TCV IX Management, L.L.C.
TCV X, L.P.
TCV X (A), L.P.
TCV X (B), L.P.
TCV X Member Fund, L.P.
Technology Crossover Management X, L.P.
Technology Crossover Management X, Ltd.
TCV X Management, L.L.C.
Schedule B
Nariman Ansari
John A. Doran
John L. Drew
Jay C. Hoag
Richard H. Kimball
Christopher P. Marshall
Timothy P. McAdam
Jon Q. Reynolds, Jr.
Robert W. Trudeau
Kapil Venkatachalam
David L. Yuan
IN WITNESS WHEREOF, the undersigned has caused this Statement Appointing Designated Filer and Authorized Signatories to be effective as of February 14, 2019.
REPORTING PERSONS:
| February 14, 2019 | TCV VII, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VII (A), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management VII, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management VII, Ltd. | |
| a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VII Management, L.L.C. | |
| a Delaware limited liability company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Member | |
| February 14, 2019 | TCV VIII, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII (A), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII (B), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV member fund, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partners | ||
| Technology Crossover Management VII, Ltd., a Cayman Islands exempted company | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII Spotify, L.P. | |
| a Delaware limited partnership, acting by its general partner | ||
| TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member | ||
| TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII Spotify (A), L.P. | |
| a Delaware limited partnership, acting by its general partner | ||
| TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member | ||
| TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII Spotify (B), L.P. | |
| a Delaware limited partnership, acting by its general partner | ||
| TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member | ||
| TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII Spotify (MF), L.P. | |
| a Delaware limited partnership, acting by its general partner | ||
| TCV VIII Spotify GP, LLC, a Delaware limited liability company, acting by its sole member | ||
| TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII Spotify GP, LLC | |
| a Delaware limited liability company, acting by its sole member | ||
| TCV VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management VIII, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management VIII, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management VIII, Ltd. | |
| a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV VIII Management, L.L.C. | |
| a Delaware limited liability company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Member | |
| February 14, 2019 | TCV IX, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV IX (A), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV IX (B), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management IX, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management IX, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management IX, Ltd. | |
| a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV IX Management, L.L.C. | |
| a Delaware limited liability company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Member | |
| February 14, 2019 | TCV X, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV X (A), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV X (B), L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, L.P., a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV X member fund, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management X, L.P. | |
| a Cayman Islands exempted limited partnership, acting by its general partner | ||
| Technology Crossover Management X, Ltd., a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | Technology Crossover Management X, Ltd. | |
| a Cayman Islands exempted company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Director | |
| February 14, 2019 | TCV X Management, L.L.C. | |
| a Delaware limited liability company | ||
| By: | /s/ Jay C. Hoag | |
| Name: | Jay C. Hoag | |
| Title: | Member | |
| February 14, 2019 | /s/ Nariman Ansari |
| Nariman Ansari | |
| February 14, 2019 | /s/ John A. Doran |
| John A. Doran | |
| February 14, 2019 | /s/ John L. Drew |
| John L. Drew | |
| February 14, 2019 | /s/ Jay C. Hoag |
| Jay C. Hoag | |
| February 14, 2019 | /s/ Richard H. Kimball |
| Richard H. Kimball | |
| February 14, 2019 | /s/ Christopher P. Marshall |
| Christopher P. Marshall | |
| February 14, 2019 | /s/ Timothy P. McAdam |
| Timothy P. McAdam | |
| February 14, 2019 | /s/ Jon Q. Reynolds, Jr. |
| Jon Q. Reynolds, Jr. | |
| February 14, 2019 | /s/ Robert W. Trudeau |
| Robert W. Trudeau | |
| February 14, 2019 | /s/ Kapil Venkatachalam |
| Kapil Venkatachalam | |
| February 14, 2019 | /s/ David L. Yuan |
| David L. Yuan | |
