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AGM 2018

Jun 7, 2018

Speaker 1

Good morning, and welcome to Etsy's Annual Meeting of Stockholders. Thank you for joining us today. I'm Josh Silverman, CEO and a member of the Board of Directors. Thrilled to be here. Hi, everyone.

This is Fred Wilson, Chairman of the Board. I would also like to extend a warm welcome to our stockholders and acknowledge the other members of our Board of Directors who are here today, Gary Briggs, Michelle Burns, Edith Cooper, Jonathan Klein, Melissa Reif and Peggy Smith. We also have members of Etsy's management team with us today: Rachel Glaser, our CFO Linda Findley Kozlowski, our COO Jill Simeone, General Counsel and Secretary Deb Wasser, Vice President, Investor Relations. And in addition, we have Nicky Gowen and Andrew DiRocco from PricewaterhouseCoopers here with us today as well. PwC is Etsy's independent auditor.

During the Q and A period, they will be available to answer questions. Tracy Oates from Broadbridge is also participating. She's acting as our Inspector of Elections for today's meeting. I'll now turn the meeting over to Jill, who is acting as Secretary and will cover some formalities.

Speaker 2

Thanks, Josh, and good morning, everyone. We will begin today's meeting with a brief management presentation, followed by a discussion of the proposals described in our proxy statement and conclude with a Q and A. As a reminder, our remarks in the management presentation and responses to questions today may include forward looking statements. Forward looking statements involve risks and uncertainties, which are described in our SEC filings, including our Q1 Form 10 Q, and our actual results may differ materially. Any forward looking statements that we make on this call are based on our beliefs and assumptions today, and we don't have any obligation to update them.

Also, information presented today includes adjusted EBITDA, a non GAAP financial measure. A reconciliation of this non GAAP measure to net income or loss, the most directly comparable GAAP financial measure, is included in the slide presentation available on the Annual Meeting portal. As a reminder, the polls are now open and you can vote online through the Annual Meeting portal anytime until I announce that the polls are closed. I've received affirmation that notice of this meeting was properly given to stockholders of record as of April 12, 2018. I've also been informed by Broadridge that a quorum is present and that this meeting is duly convened.

The agenda and rules of conduct for the meeting are posted on the Annual Meeting portal. We ask that you follow these rules to help the meeting run smoothly. We will address questions during the Q and A portion of the meeting. Have a question, please submit it by entering it into the text box on the Annual Meeting portal. Further rules of conduct, please include your name and affiliation, if any.

Only stockholders of record and their proxy holders may submit questions or comments. Please be respectful of your fellow stockholders and meeting participants, and please limit remarks to one brief question or comment that is relevant to the Annual Meeting and or Etsy's business. And with that, I'll turn it back to Josh.

Speaker 1

Thank you, Joe. I'll begin with a brief conversation of our recent results. As our shareholders know, over the course of 13 years, Etsy has carved out a unique space in e commerce. The Etsy marketplace helps creative entrepreneurs to start, manage and grow their businesses. And we've built a global community of approximately 2,000,000 active sellers and nearly 35,000,000 active buyers.

Etsy has accomplished something meaningful, rare and valuable. It's built a scaled 2 sided global marketplace for unique products and it's earned a place in the hearts of millions of buyers, many of whom come directly to Etsy by typing our URL into a browser. With that said, as you know, when I joined the company a year ago last May, the company also was faced with challenges, including decelerating GMS. We successfully reorganized the team and its objectives to focus on fewer things that we believe will have a higher impact to significantly increase the velocity with which we deliver new products, to organize ourselves to be nimble in decision making and to be results oriented and to hold ourselves accountable for the decisions we make. I'm extremely proud of what the team has accomplished in a short amount of time, which resulted in Etsy exceeding 2017 guidance on every metric, as you can see from this slide, and most importantly, starting to bend the curve on GMS growth.

We think of our marketplace model as a virtuous cycle as shown on Slide 4. As we continue to invest in the buyer experience through product enhancements and marketings, we believe will continue to drive more buyers to Etsy. As more new and existing buyers come to the site and find the special items that they're looking for, It will result in more GMS. And as we grow the pie for all of our sellers, we expect to drive more sellers to the platform and generate more revenue allowing us to invest more in the platform. While it's still early days and these effects take time to play out, we're encouraged by the signs of progress we're seeing and believe that we have a long runway for growth.

Etsy made important progress as we improved our execution across 4 key initiatives as shown on Slide 5: trust and reliability, search and discovery, marketing capabilities and best in class tools and services for our sellers. Our strategy is to focus on the core Etsy marketplace in our 6 core geographic markets: U. S, U. K, Canada, Australia, France and Germany. Also, we aim to win those occasions when one is looking for something special, particularly for purchase occasions related to celebrations, gifting and style.

Through the Q1, we saw a healthy growth in the Etsy community of sellers and buyers, accelerated GMS and revenue growth and expanded adjusted EBITDA margin. With a clear strategy in place, we believe we are well positioned to make significant headway in 2018 that will support the long term success of Etsy and our sellers. Our priorities for 2018 are to continue to make progress on our 4 key initiatives by encouraging more buyers to come to Etsy and shop for special items, improve the browsing experience, create urgency for buyers to shop now and provide tools for our sellers to grow their business. We continue to believe the market opportunity for special is huge and Etsy can own 3 specific purchase occasions celebrations, gifting and style. These occasions happen frequently throughout the year and drive purchases across our top 6 categories: clothing and accessories, home and living, jewelry, craft supplies, art and collectibles, and paper and party supplies.

On Slide 7, you can see that we have estimated that these 6 categories in our core 6 geographies represent a $155,000,000,000 online market opportunity, which grows to $1,300,000,000,000 if you add in offline, expanding our opportunity as dollars continue to migrate from offline to online. We estimate that our share of the online opportunity is approximately 2%. Based on this, we are confident we have substantial runway for growth. In closing, 2018 is off to a great start. As we reported in early May and shown on Slide 8, in the Q1, we delivered our 3rd consecutive quarter of accelerated GMS growth, our 4th consecutive quarter of accelerated revenue growth and expanded year over year adjusted EBITDA margins.

I'm energized by the size of the opportunity ahead of us as well as the team's sense of urgency and culture of commitment to our sellers and our buyers. With the right focus on delivering results for our buyers and sellers, we believe we have a significant opportunity to continue to grow, drive financial performance and deliver value for our entire community, including our shareholders. With that, I'll turn it back over to Jill, who is acting as Secretary, and we'll move to the official business of the meeting.

Speaker 2

Thanks, Josh. We'll now move to the proposals. The polls have been open for voting since the start of the meeting at 9 am Eastern Time. The first item of business today is the election of directors. The Board of Directors recommends that stockholders elect the following nominees as Class 3 directors: Gary S.

Briggs Edith W. Cooper Melissa Raef. 2nd item of business is the ratification of the appointment of PricewaterhouseCoopers as Etsy's independent registered public accounting firm for 2018. The Board recommends that the stockholders approve that ratification. The 3rd item of business is the approval on an advisory basis of executive compensation.

The Board recommends that the stockholders approve the compensation of our named executive officers. You have already voted. There is no need to vote now unless you would like to change your vote. If you have not voted and you'd like to, please click the Vote Now button at the bottom right hand corner of your screen. We will pause for a moment to give anyone who hasn't yet voted a chance to vote.

Our preliminary results indicate that Gary Briggs, Edith Cooper and Melissa Raef have been elected to the Board. The ratification of the appointment of PwC as our independent registered public accounting firm for 2018 has been approved and the compensation of our named executive officers has been approved on an advisory basis. We'll report the final vote results that are certified by our Inspector of Elections in a filing with the SEC within 4 days. Now back to Josh.

Speaker 1

Thank you, Jill. We'll now turn to the Q and A portion of the meeting. I'll turn this over to Deb. Terrific. Thank you, and we look forward to another great year together.

Thanks very much. The meeting is now adjourned.

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