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AGM 2018

May 30, 2018

Speaker 1

welcome to the 2018 Annual Meeting of the Stockholders of eBay Incorporated. My name is Tom Tierney, and I'm Chairman of the Board of Directors of Ebay, and I will be acting as Chairman of this Annual Meeting. Before I call the Annual Meeting to order, I'd like to introduce you to members of the Board of Directors and management team who are with us today. The other member of the Board who is here today is Devin Winnick, our President and Chief Executive Officer. Joining us by telephone are Fred Anderson, Tony Bates, Adrienne Brown, Deanna Farrell, Logan Green, Bonnie Hammer, Katie Mitic, Pierre Omidyar, Paul Pressler and Perry Traquina.

In addition to Devin, the members of the management team of the company here today are Scott Schenkel, our Senior Vice President, Finance and Chief Financial Officer Mario Huber, our Senior Vice President, Legal Affairs, General Counsel and Secretary Scott Cutler, our Senior Vice President, North America R. J. Pittman, our Senior Vice President, Chief Product Officer Dan Tarman, our Senior Vice President and Chief Communications Officer Kristen Yetteau, our Senior Vice President and Chief People Officer and Wendy Jones, our Senior Vice President, Global Customer Experience and Operations. I would also like to introduce Mark McCaffrey of PricewaterhouseCoopers LLP, the company's independent auditor who is available to respond to appropriate questions. The annual meeting will now officially come to order.

We will proceed with the formal business of the annual meeting as set forth in our notice of annual meeting and proxy statement. After the annual meeting is adjourned, Devin will make some remarks regarding the company and answer any questions folks want to raise. As a copy of the rules of conduct for this annual meeting was placed on the seat of each attendee's chair. To conduct an orderly annual meeting, we require participants comply with these rules of conduct. If you would like additional copies of the rules of conduct, please inquire at the check-in table.

Marie, please report on the mailing of the notice of the annual meeting and the list of stock holders.

Speaker 2

Thanks, Tom. I have at this annual meeting a complete list of the stockholders of record of the company's common stock on April 4, 2018, the record date for this annual meeting. I also have an affidavit from Broadridge Financial Solutions certifying that beginning on April 16, 2018, the notice of annual meeting of stockholders and with respect only to stockholders who requested delivery of proxy materials via the mail, the proxy statement was deposited in the U. S. Mail to stockholders of record as of the close of business on April 4, 2018.

Speaker 1

At this time, I'd like to introduce Trish Hodzkin of Broadridge Financial Solutions Incorporated. Trish has been appointed to act as the Inspector of Election at this annual meeting. Trish has taken and subscribed to the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this annual meeting. As the Inspector of Election, Tricia's function is to decide upon the qualifications of voters except their votes and when balloting on all matters is completed to tally the final votes.

Marie, please report on the existence of a quorum.

Speaker 2

I have been informed by the Inspector of Election that proxies have been received for 863,877,000 849 of the 993,798,451 shares of common stock outstanding on the record date of April 4, 2018, which represents approximately 86.92 percent of the total number of outstanding shares. I hereby declare a quorum present in this annual meeting is ready for official business as set forth in the notice of annual meeting of stockholders.

Speaker 1

I hereby declare this annual meeting to be duly constituted for the transaction of all business. Are there any additional proxies to be submitted to the Inspector of Election at this time? Thank you. We will now proceed with the formal business of the annual meeting. There are 4 proposals to be considered by the stockholders at this annual meeting.

Marie, please report on the opening of the polls.

Speaker 2

The time is now 8:0:5 a. M. Pacific on May 30, 2018, and the polls are now open for voting on all matters to be presented at this annual meeting. The polls will be closed to voting after we go through the matters to be voted upon.

Speaker 1

The first item of business today is the election of 13 directors to serve until our 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The 13 Director nominees are Fred Anderson, Anthony Bates, Adrian Brown, Deanna Farrell, Logan Green, Bonnie Hammer, Kathleen Mitic, Pierre Omidyar, Paul Pressler, Robert Swan, Thomas Tierney, Perry Traquina and Devin Wenig. Is there any discussion? All right. The second item of business today is the advisory vote to approve named executive officer compensation.

Is there any discussion? All right. The 3rd item of business today is the ratification of the appointment of Pricewaterhouse Coopers LLP as the independent auditors of the company for the fiscal year ending December 31, 2018. Is there any discussion? The 4th item of business today is the consideration of a management proposal regarding ratification of special meeting provisions in the company's certificate of incorporation and bylaws.

Is there any discussion? All right. Thank you. That was the final proposal for this annual meeting. The secretary will now describe the voting procedures.

Speaker 2

Voting is by proxy of written ballot. Each share of common stock is entitled to one vote. You do not need to vote in person if you have already submitted your signed proxy or if you have submitted your signed proxy at this annual meeting. Is there anyone present whether or not you previously submitted a proxy who now wants to vote in person?

Speaker 1

All right. Thank you. May we have the results of the voting?

Speaker 2

The preliminary report of the Inspector of Election covering the proposals presented at this annual meeting is as follows. The proposal to elect each of Fred Anderson, Anthony Bates, Adrian Brown, Sienna Ferrell, Bonnie Hammer, Kathleen Binick, Logan Green, Pierre Omidyar, Paul Pressler, Robert Swan, Thomas Tierney, Perry Chiquina and Devin Wenig as directors of the company has been approved with each nominee receiving affirmative votes of more than 90% of the votes cast. The advisory vote to approve named executive officer compensation has been approved with approximately 92.82% of the votes present in person or by proxy and entitled to vote being in favor of such proposal. The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors of the company for the fiscal year ending December 31, 2018 has been approved with approximately 98.34 percent of the votes present in person or by proxy and entitled to vote on the proposal voting in favor of such ratification. The management proposal regarding ratification of special meaning provisions in the company's certificate of incorporation and bylaws has been approved with approximately 53.06 percent of the votes present in person or by proxy and title to vote being in favor of such proposal.

The final voting results will be published in a current report on Form 8 ks that we expect to file with the Securities and Exchange Commission within 4 business days of this annual meeting.

Speaker 1

Thank you. The formal business portion of this annual meeting is now concluded. At this time, Devin will make some remarks regarding the company's business. These remarks may include forward looking statements that involve risks and uncertainties. Actual results could differ materially from those discussed.

More information about potential factors that could affect the company's business and financial results is included in the company's SEC filings, including the company's annual report on Form 10 ks and its quarterly reports on Form 10 Q. The annual meeting is now formally adjourned. Thank you very much.

Speaker 3

Okay. Tom, Marie, thank you. And to our stockholders, we appreciate your support. Thank you for being here this morning or watching on the webcast. I'll give some brief remarks about the company and then I'm happy to take any questions that you might have.

So let's get started. I'm not going to read that, but please feel free to peruse it at your discretion. I want to start with our purpose because I think everything at this company springs from why we exist and why we do what we do, Back to the founding of the company, back to the first item ever sold on the eBay marketplace by Pierre Omidyar, who's still with us at least on the phone. The purpose of eBay is really to empower people and create economic opportunity. We exist who rely on us.

They make their living in our marketplace. They count on us. And that really, that lifeblood runs through our company. It is why we do what we do. And we're constantly fighting for the interests of small business.

And it really does come from our founding and it's still very, very important to our employees, obviously to our customers. I think it's incredibly important to our shareholders. So we start with a very strong enduring purpose to create the sense of economic opportunity that is democratized through the use of technology. Our guiding principles that I wrote about in our shareholder letter are the way I think about we run the company. We're a technology company, so we do a lot of experimentation.

We're not afraid to fail. We try things all the time. We try things and the things that work we make them bigger. The things that don't work, we try again. That's the nature of a technology company.

We live on innovation. We're always restless. We're always trying to do something better on behalf of our customers. That may be a new product feature. That may be the way we do customer service that is a whole lot of different things.

But as a technology company, we're constantly experimenting and we're constantly innovating. Personally, we're in an era right now where there's a lot of debate about what the role of technology is. And you don't have to look very far in the headlines to see that there are a lot of questions about privacy and about the role of technology in society and about even looking forward a little bit what's going to happen as technology matures and jobs are displaced. I have to say that in part because of this enduring purpose, we're a humanist tech company. What that means to me is that we believe in tech, but not in spite of people or not other than people, but with people.

And it always has been technology

Speaker 1

to help people connect,

Speaker 3

to help the little guy planet smaller in our case through commerce, but very much in service of humans and not replacing humans. So we have a very positive view of technology and we fight for that view. And the final point worth making is that we run the business for the long run. What I mean by that is we're very focused on creating value for our shareholders, customers, employees, but creating value in the long run doesn't always mean creating a maxima every 90 days. So we're more than willing to forego a result this quarter or next quarter if it means we're going to have a great result a year from now or similar.

So to me this is we're running this company for the next 20, 50, 100 years. This is one of the world's great technology companies and that stewardship is something we take very seriously. Our strategic priorities can really be summarized at a high level this way, choice, relevance and our selling platform. We've been very consistent in the last two and a half almost three years now in saying that every project that we're doing at the company is leading to choice, which to me means consumers who shop on eBay get great products at a great price. Relevance, which means a great shopping experience for those consumers.

And selling platform which means for both consumers and businesses that they can unlock profitably the benefit of 171,000,000 customers around the world. 2017 was a very good year for us. It was a year of substantial progress. It was a year in which we were able to deliver really positive wins for our customers at the same time as we grew value in our company. So just to point out a few, we had substantial product innovation, things I mentioned the fact that we're restless and we experiment and we're early and maybe first to market with a practical AR selling solution.

We rolled out brand new services like guaranteed delivery. We're now in the U. S. On millions of items, we guarantee you'll get your product in 3 days, which is a really great advance for us. We're leading in areas like image search, where if you haven't done it, I'd encourage you to get on the eBay app, take a picture of anything you like and let the image do your searching rather than text.

This is not just experimentation. I think it's the way that people will interface with computers in the future. They'll interface more and more through voice and pictures and we want to lead in that world. We've always been early in applying technology standards to commerce and image search is just one example of us doing that again. And finally, something new was the rollout of authentication, which is now both in the U.

S. And in many of our major markets around the world. And again, this is just a way for us to bring an added layer of trust for people shopping in particular high priced items in fashion and now we're moving into watches and we'll move into other categories. So it was a very exciting year for us of improving the product And a lot of this is based on our foundation of structured data, which was a very big decision we made 3 years ago and one we're extremely pleased with and is the foundation that's allowing us to build a lot of this product innovation on top of. Finally, in terms of our financial highlights, we grew at 7% last year.

That was the fastest growth in the last 3 years. We obviously were focused on growing our marketplace, but doing it profitably and responsibly. We grew buyers to 170,000,000 dollars And while we delivered this accelerating growth and new buyers to our marketplace, at the same time, we were very disciplined about returning capital to shareholders. We returned $2,700,000,000 of capital last year to shareholders. And all of that to me led to a very disciplined way to grow value over the long run.

Grow growth, invest in customers and the product and if we have excess capital, we return it to our shareholders. Finally, this is just a breakdown of our platforms, our major platforms that make up eBay Inc, which is eBay, the marketplace, StubHub Finally, what's ahead? We're leaning into innovation and emerging technology. You can expect to see significant additional product enhancements and innovation this year. It's already been a very active year for us as we've announced some major new initiatives like payments.

We're very focused on data driven immersive shopping. You're going to see the next waves of product based structured data based shopping rolling out through our marketplace in 2018. And finally, some big bets on personalization, significant investments in artificial intelligence As a data company for us that means building an eBay experience that is personal to each individual. The Holy Grail would be could we have 170,000,000 customers each who had a unique and personal eBay experience. That's the promise that data and AI brings to us.

And finally, I mentioned payments. Our announcement in January of our move into intermediating payments on our marketplace, we believe will both significantly enhance the customer experience for buyers and sellers as well as be very financially rewarding for all of our stakeholders as we begin to take over more of the complete payment experience on the eBay marketplace. So with that, I want to thank you again for all of your support in 2017 and into a quarter and a half of twenty eighteen and I'd be happy to take any questions.

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