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AGM 2017

Jun 8, 2017

Josh Silverman
CEO, Etsy

I'm Josh Silverman, CEO, and a member of the board of directors. This is my first Etsy annual meeting, and I'm thrilled to be here.

Fred Wilson
Chairman of the Board, Etsy

Hi, everybody. This is Fred Wilson, Chairman of the Board. I'd also like to extend a warm welcome to our stockholders, and I'd also like to acknowledge the other members of our board who are here today. In addition to Josh and myself, we have Michele Burns, Melissa Reiff, and Margaret Smyth with us today.

Josh Silverman
CEO, Etsy

We also have members of Etsy's management team with us today. Jennifer Beugelmans, Vice President of FP&A and Investor Relations. Rachel Glaser, Chief Financial Officer. Linda Kozlowski, our Chief Operating Officer, and Jill Simeone, our General Counsel and Secretary. In addition, Dan Slayton and Dan Laidlaw from PricewaterhouseCoopers are here today. PwC is Etsy's independent auditor. During the Q&A period, they will be available to answer questions. Tracy Oates from Broadridge is our Inspector of Elections. Now I'll turn the meeting over to Jill, who is acting as Secretary and will cover some formalities.

Jill Simeone
General Counsel and Secretary, Etsy

Thanks, Josh. Good morning, everyone. As a reminder, our remarks 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 first quarter 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 an obligation to update them. Also, information presented today includes adjusted EBITDA and non-GAAP financial measures. A reconciliation of non-GAAP to GAAP is included in the presentation available on the annual meeting portal. As a reminder, 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 13th, 2017.

I've also been informed by Broadridge that a quorum is present and that this meeting is duly convened and can proceed. 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&A portion of the meeting. If you have a question, please submit it by entering it into the text box on the annual meeting portal. Per the rules of conduct, please include your name and affiliation, if any. Be respectful of your fellow stockholders and meeting participants. Only stockholders of record and their proxy holders may submit questions or comments. Please limit your remarks to one brief question or comment that is relevant to the annual meeting and/or Etsy business. With that, I'll turn it back to Josh.

Josh Silverman
CEO, Etsy

Thank you, Jill. I'd like to start by walking through a few highlights of 2016 and share my initial observations since joining Etsy as CEO about a month ago. Over the course of 12 years, Etsy has carved out a unique space in e-commerce. Our markets help creative entrepreneurs start, manage, and grow their businesses. We've built a global community of 1.8 million sellers and nearly 30 million buyers. Etsy has accomplished something meaningful, rare, and valuable over the past several years. It has built a scaled, two-sided global marketplace for unique products. The Etsy marketplace has earned the trust of a large and loyal community of sellers who sell unique items, often not found anywhere else on the web.

It has earned a place in the hearts of millions of buyers, many of whom come directly to Etsy by typing our URL into a browser. We've delivered growth and adjusted EBITDA profitably. Frankly, we know we can do better. We believe we have a great deal of growth potential ahead of us in the Etsy marketplace. We're a beloved brand with global awareness. Our sellers offer 45 million items that you can't find anywhere else. This has allowed us to build a largely organic buyer base. It's up to us to optimize the shopping experience on Etsy, to make Etsy a top-of-mind shopping destination for buyers and drive GMS growth for our sellers.

With the right focus on delivering results for buyers and sellers, we have a significant opportunity to continue to grow, drive our financial performance, and deliver value for our entire community, including our shareholders. Etsy's business opportunity is based on our sellers being successful. When they succeed, we succeed. We owe it to our sellers like Kel Cadet, who runs an accessories and leather goods business. Betan and Patrick, who sell 3D prints, and Becca, who designs handmade pottery, to help them transform their inspiration and passion into a business. We're so proud that many people around the world rely on Etsy as their sole living or to supplement their income. We owe our success to our community. We owe it to them to focus on capturing the full scale of growth opportunities that lie ahead.

As we head into our next phase of growth, having experienced and capable leadership is critical. Rachel, our new CFO, brings more than 30 years of senior financial experience to Etsy and will oversee our global financial operations. Kruti, our GM of Seller Services, will manage the platform globally and oversee development of services and tools. She has held many integral roles at Etsy over the past six years, including overseeing our business and corporate development and our international teams. David, our GM of Etsy Markets, brings extensive experience launching and scaling e-commerce platforms. His experience in merchandising and creating top-notch buying experience is a huge asset. He will manage our global marketplaces through developing our product and growth strategies. Myself, I have two decades of leadership experience at consumer technology companies and global marketplaces. During the year, we have made our most transformative acquisition with Blackbird Technologies.

This has allowed us to add world-class talent with expertise in search and machine learning. Having spent many years working in marketplace businesses, I know how challenging it is to build a scaled, two-sided global marketplace with a differentiated value proposition for buyers and sellers. At Etsy, we've done just that, creating a strong technology platform and cultivating powerful loyalty driven by our seller community and the items they offer. Sellers hire us to bring them buyers and to market their products. As we've said, we're reviewing our strategic and operational plans to ensure Etsy is focused on the most value-enhancing near and long-term opportunities. While I'll be chatting with you all in the coming weeks and months about the specifics of our plans, in general, my philosophy is to use a model that has worked well in the past, the AAA.

Acquisition is about efforts to bring more people and visits to the site. Activation is about converting those visits to buyers. Activity is about driving loyalty, so buyers will want to come back to the site, increasing frequency. We've made some progress in these areas, but we have a big runway of opportunity ahead of us. Since Rachel and I joined a few weeks ago, we've been focusing the teams here on a concept I call the vital few. Our goal is to execute like crazy against the fewest number of projects necessary to drive growth and success. At a high level, we also see opportunities to be more efficient and more disciplined in our spending. You've already seen some of the first steps we've taken with the cost-saving actions we announced in May.

As part of our operational review, we're continuing to look at additional opportunities to drive efficiencies. We expect to share more with you on our second quarter call in August, including financial guidance. In the meantime, we'll continue to work diligently on our operating plan. We'll act with the utmost urgency, but will not be rash in our approach. In closing, 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 buyers. My first four weeks have been incredibly productive, and I'm very excited to be here. With that, I'll turn it back over to Jill, who's acting as secretary, and we'll move to the official business of the meeting.

Jill Simeone
General Counsel and Secretary, Etsy

Thanks, Josh. We'll now move to the proposals. The polls have been open for voting since the start of the meeting at 9:00 A.M. Eastern Time. The first item of business today is the election of directors. The board of directors recommends that the stockholders elect the following nominees as Class II directors, M. Michele Burns, Josh Silverman, and Fred Wilson. The second item of business is the ratification of the appointment of PricewaterhouseCoopers as Etsy's independent registered public accounting firm for 2017. The board recommends that the stockholders approve the ratification. The third 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. The fourth item of business is an advisory vote on the frequency of future advisory votes on executive compensation.

The board recommends that the stockholders vote one year as the frequency of future advisory votes on executive compensation. If 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'll pause for a moment to give anyone who hasn't voted yet a chance to vote. All right. That concludes our time for voting. The polls are now closed. Our preliminary results indicate that M. Michelle Burns, Josh Silverman, and Fred Wilson have been elected to the board. The ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for 2017 has been approved.

The compensation of our named executive officers has been approved on an advisory basis, and stockholders have recommended one year as the frequency of future advisory votes on executive compensation. We'll report the final vote results that are certified by our Inspector of Elections in a filing with the SEC within four days. Josh, back to you.

Josh Silverman
CEO, Etsy

Thank you, Jill. We'll now turn to the Q&A portion of the meeting. I'll turn this over to Jennifer.

Jennifer Beugelmans
VP of FP&A and Investor Relations, Etsy

If you have not already submitted a question and wish to do so, please enter your question now into the text box on the annual meetings portal. At this time, we're showing that we do not have any questions. Should you wish to reach out to investor relations in the future, please feel free to email us at ir@etsy.com. I'll now turn the meeting back over to Josh.

Josh Silverman
CEO, Etsy

Thank you all for joining us this morning. We look forward to reporting back, too, on our progress in the coming months.