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ASM 2024

May 22, 2024

Operator

Good morning, and welcome to PayPal's 2024 Annual Stockholders Meeting. I would like to introduce you to Mr. John Donahoe, Board Chair of PayPal Holdings. Mr. Donahoe, you may begin.

John Donahoe
Board Chair, PayPal

Good morning, and welcome to the 2024 Annual Stockholders Meeting. I'm John Donahoe, Board Chair. I'd like to introduce the other board members who are participating in today's meeting. Alex Chriss, who also serves as our President and Chief Executive Officer, Rodney Adkins, Jonathan Christodoro, David Dorman, Enrique Lores, Gail McGovern, Debbie Messemer, David Moffett, and Ann Sarnoff. Frank Yeary is an ongoing board member and is unable to join today's meeting due to a prior conflict. As we previously disclosed, board member Belinda Johnson is not standing for re-election at today's meeting. We'd like to thank Belinda for her many contributions over the years. In addition to Alex Chriss, participating in today's meeting is Brian Yamasaki, PayPal's Vice President and Corporate Secretary. Other members of PayPal's senior leadership team are also present.

In addition, a representative from PwC, our independent auditor, is also attending the meeting. I would now like to call to order the 2024 Annual Stockholders Meeting. I'll be serving as chair of the meeting, and Brian Yamasaki will serve as secretary of the meeting. I'll now turn the meeting over to Brian to begin the formal matters.

Brian Yamasaki
VP and Corporate Secretary, PayPal

Thanks, John. We are pleased to note that our annual stockholder meeting is being conducted virtually through a live audio webcast, as we have done each year since becoming an independent public company in 2015. Our virtual meeting format enables stockholders from around the world to attend and participate in our annual meeting. We have also adopted a series of safeguards intended to provide all stockholders the same rights and opportunities to participate in this virtual meeting as they would have at an in-person meeting. As described in our proxy statement, we have established clear processes around submitting and responding to stockholder questions, and members of executive management and the board will be available for questions today. Following this meeting, we will consider feedback from our stockholders on the meeting format and continue to work to improve the meeting experience going forward.

We are conducting this meeting in accordance with the bylaws and the rules of conduct and procedures for this meeting, which are available on the meeting website. The virtual meeting is being recorded and will be available for replay on our investor relations website for 90 days. As a reminder, stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls. By following the instructions provided in the company's proxy materials, you can log into the meeting website as a stockholder and click the Vote Here button on the screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. We will begin by attending to the formal business of the meeting. After that, we will hold a question-and-answer session.

We received several questions that were submitted by our stockholders in advance of today's meeting. Stockholders logged into the meeting website will be able to submit questions by typing them into the text box on the meeting website. If you have a question about your customer account or a specific PayPal product, please feel free to send those questions to the following email address: shareholdercustomerquestions, one word, at paypal.com. Stockholder questions addressed during this meeting, as well as questions that are not addressed due to time constraints, will be posted on our investor relations website and the meeting website as soon as practicable following the meeting. This meeting is held pursuant to the notice of annual meeting that we began mailing on April 9, 2024, to all stockholders of record as of the close of business on March 27, 2024.

We have received an affidavit of mailing from Broadridge Financial Solutions, indicating that notice of the meeting has been duly given. A copy of our proxy statement is available on PayPal's Investor Relations website and the Securities and Exchange Commission's website at www.sec.gov. I would like to introduce Kathy Wheadon, our Inspector of Elections, who is with us today to certify the voting. The Inspector of Elections has confirmed that proxies have been received from approximately 75% of the nearly 1,153 million shares of the company's outstanding common stock entitled to vote. I declare that there is a quorum present and that we may proceed with the business of the meeting. The polls are open for voting. We will close the polls after the proposals have been presented.

We have six items to be voted on at today's meeting, four management proposals and two stockholder proposals. The first item is the election of 11 director nominees to the board of directors, each to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The nominees for election to the board of directors are Rodney Adkins, Alex Chriss, Jonathan Christodoro, John Donahoe, David Dorman, Enrique Lores, Gail McGovern, Deborah Messemer, David Moffett, Ann Sarnoff, and Frank Yeary.... The second item is a non-binding advisory vote to approve the compensation of our named executive officers. The third item is the amendment and restatement of PayPal's 2015 Equity Incentive Award Plan to increase the number of shares of PayPal common stock reserved for issuance under the equity plan by an additional 20 million shares.

The fourth item is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for fiscal year 2024. The next two items are stockholder proposals. These are set forth in our Proxy Statement, along with the proponent's supporting statement and our opposition statement. A representative for each proponent will have 5 minutes to present their stockholder proposal. The fifth item is the consideration of the stockholder proposal submitted by National Center for Public Policy Research regarding the issuance of a report on respecting workforce civil liberties, if properly presented at this meeting. Mr. Ethan Peck will be presenting the proposal as NCPPR's representative. Operator, please open the line for Mr. Peck.

Operator

Mr. Peck, your line is now open, and you may proceed.

Ethan Peck
Representative, National Center for Public Policy Research

Good morning, everyone. Can you hear me? Can you hear me? Hello? Well, I guess I'll just proceed as if you can. This proposal requests a non-discrimination report evaluating how the company's policies and practices impact employees and prospective employees based on their race, sex, national origin, religion, and political views, and the risks that those impacts present to the company's business. The proposal is necessary because while the company is discriminating against employees because of their immutable characteristics, via its DEI policies, it's also increasingly becoming ideologically homogenous, creating a work environment of ideological conformity where only certain opinions and beliefs are tolerated and expressed. That is no way to operate a company. Respecting diverse views allows companies to attract the most qualified talent, promote a healthy and innovative business culture, and contribute to the market and marketplace of ideas.

Moreover, as a publicly traded company, PayPal is in no position to police the speech of its employees on political or ideological grounds and must respect and uphold the speech rights and religious freedom of its diverse workforce. Unfortunately, as yet another company swept up in the work-woke orthodoxy of the day, this is far from the reality at PayPal, and that has all kinds of detrimental effects, first and foremost, being the adoption of DEI. DEI is immoral, divisive, illegal, and detrimental to shareholder value. It may sound benign to naive ears. After all, why would someone oppose positive things like diversity or inclusion? But like with all things woke, the normal meanings of those words do not apply. Rather, an esoteric definition conceals a radical political agenda.

Take the word diverse, for example, which up until five minutes ago, was not used in this context to describe how heterogeneous a group of people is. It was used in this context to describe how gender heterogeneous a group of people is, but now it just means someone who's not a straight white male. So according to the twisted logic of DEI, a group of 10 women is more diverse than a group of five men and five women. Or take equity. It very strategically sounds like equality, but really means the opposite. Hiring or promoting someone because they're a woman, or because they're Black, or because they're gay, is wrong and illegal. First of all, because it automatically attributes to members of those groups a victimhood identity and wrongly assumes that they can't succeed by their own merits.

So it doesn't actually help the people it purports to help. But secondly, if you're hiring someone because they're Black, then you're not hiring someone else because they're white, and discriminating against someone because they're white or because they're a man is equally as abhorrent and equally as illegal as discriminating against somebody because they're black or a woman. DEI also harms the company because it comes at the expense of merit, and therefore excellence and productivity and innovation. By not hiring and promoting completely irrespective of race, sex, and orientation, in other words, not by merit alone, the company is by definition, not always hiring the best person for the job. As mentioned, this artificial diversity push also comes at the expense of ideological diversity. Take, for example, one element of the company's DEI efforts, the company's employee resource groups.

In reality, these ERGs are not about diversity or inclusion, but are just lobbying groups within the company for left-wing causes. For example, the women's ERG is not just a women's ERG, but more accurately, it's a feminist ERG, which is a very important distinction. The Black ERG is not just a Black ERG, but a Black Lives Matter ERG, and so on. This is why a white person supportive of BLM would be more welcome in the Black ERG than a Black person critical of BLM. That is the true nature of DEI. It divides employees by race and sex and unites them around wokeness. All of these detrimental effects of DEI should have been very obvious to the company, but they aren't because the company lacks ideological diversity.

When the company is made of woke tyrants, you get an environment not only where this type of neo-discrimination can be implemented, but where it can prevail unchecked because any opposition to it by employees is not expressed for fear of being ostracized or fired. Put more simply, PayPal is like every large corporation today, operates like the USSR did, where no one at the opera wanted to be the first to stop clapping. PayPal is now a place where half the employees believe that a man could be a woman, and the other half are too scared to admit that that's nonsense. In order to stop the company discriminating against employees by race, sex, and orientation, it must first restore an environment where its employees are allowed to think.

Brian Yamasaki
VP and Corporate Secretary, PayPal

Thank you, Mr. Peck. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. The sixth item is a consideration of the stockholder proposal submitted by Mr. John Chevedden regarding the adoption of an amendment to the company's bylaws regarding stockholder approval of director compensation, if properly presented at this meeting. Mr. Michael Levin will be presenting the proposal as Mr. Chevedden's representative. Operator, please open the line for Mr. Levin.

Operator

Mr. Levin, your line is now open and you may proceed.

Speaker 6

Good morning. This is Mike Levin, working with shareholder John Chevedden, to present this proposal. This proposal responds to perhaps, no greater conflict that exists in the board of directors than how the board of directors, designs and approves its own compensation with, no input whatsoever or no oversight whatsoever from shareholders. This is a, patently obvious and significant conflict of interest that merits attention and, merits, oversight. The nature of the proposal is a bylaw amendment that will, allow shareholders to vote each year on the compensation that they pay to directors of the company. They would vote each year at the, annual meeting, such as this one, for compensation to be paid, or awarded in the subsequent year.

This would not affect, in this year, if approved, compensation that has already been provided for, fiscal year 2024. The proposal requires three separate things. First, would be a complete disclosure of the compensation that directors would like to pay themselves. Second, would require the company to submit that compensation to shareholders for a vote at the shareholder meeting like this one. And third, it would require a majority of shareholders attending an annual meeting to approve compensation for directors to be paid. If shareholders approve this proposal, which I strongly encourage them to do, we will amend the bylaws to provide for this, and this would be then binding on the company to implement.

And it would, of course, represent a specific form of approval over compensation, not necessarily just an advisory vote, but a binding vote on the directors. We are confident, given the generally good corporate governance and compensation practices of the company, that directors really should have no fear that they would be able to win the approval of shareholders for their compensation. But nonetheless, we we think that this is a sensible and appropriate way for shareholders to serve as a check on what directors would otherwise be able to do on their own without any oversight or or input. For these reasons, I would urge PayPal shareholders to approve this proposal. I remain available to answer any questions that anyone might have about this. Thank you very much.

Brian Yamasaki
VP and Corporate Secretary, PayPal

Thank you, Mr. Levin. The board of directors recommends a vote against this stockholder proposal for the reasons set forth in our opposition statement provided in our proxy statement. That concludes the presentation of the items of business that you have been asked to vote on at today's meeting. The polls are now closed and no additional votes may be submitted. I have received the preliminary voting results from the Inspector of Elections based on the proxies received as of the opening of the polls at today's meeting. The preliminary voting results are as follows: First, each of the 11 director nominees has been duly elected. Second, the advisory vote to approve the compensation of our named executive officers has been approved. Third, the amendment and restatement of our 2015 Equity Incentive Award Plan has been approved.

Fourth, the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2024 has been ratified. Finally, the two stockholder proposals were not approved. All votes are subject to final count, certified by the Inspector of Elections. We will report the final voting results on Form 8-K within four business days of this meeting. There being no further business to come before the meeting, the 2024 annual meeting of stockholders of PayPal Holdings is now adjourned. We will now do a stockholder question and answer session with our President and CEO, Alex Chriss. As a reminder, today's question and answer session may contain forward-looking statements that are based on our current expectations, forecasts and assumptions, and involve risks and uncertainties.

Actual results may differ materially from these forward-looking statements due to various risks and uncertainties about our business, which are described in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. We assume no obligation to update any forward-looking statements. With that, let's proceed with the Q&A portion of our agenda. Our first stockholder question for today is: What is PayPal doing to drive durable, profitable growth and increase its share price over the short term and long term?

Alex Chriss
President and CEO, PayPal

... Thanks for the question, and it's great to be with you all today. I'm pleased with how we started the year. Our new leadership team is operating well together, and we have really started to get our arms around the business. Our team is now executing against a set of focused priorities. As a reminder, our most important priorities for 2024 are accelerating growth in our branded checkout business, improving overall profitability, including that of our high-growth PSP services, unlocking the power of data to create more value for our customers while tapping into new sources of revenue and margin, and operating more efficiently. We are already demonstrating progress. At our recent Q1 earnings, we reported that we exceeded our guidance for both revenue and non-GAAP EPS in the quarter, and we raised our full year 2024 non-GAAP EPS guidance.

While we are encouraged by the progress we have demonstrated in the short term, our board and our management team know we still have a lot of work to do, with a significant opportunity to drive profitable growth ahead of us. As we have said previously, 2024 is a transition year, where we are focused on execution and making critical choices that will set PayPal up for the long-term success. We have a plan that will return this company to where it needs to be and remain focused on execution to get there. We see clear opportunities for operational improvements across our large enterprise, SMB, and consumer businesses, including Venmo, and in driving more efficiency across the organization. For example, we are removing duplicative and manual work and reinvesting those savings in areas where we can drive improved customer experiences.

We are also focused on pricing to the value we provide. I should note that this goes both ways. There are areas where we are priced below the market and other places where our pricing is not competitive. It will take time to prudently drive a meaningful and sustainable transformation, but we are doing the work and building solid momentum. We will continue to stay close to our customers, deeply understand their greatest needs, and innovate to solve those important challenges. That's a recipe for delivering meaningful value to our customers and durable, profitable growth for our company and stockholders.

Brian Yamasaki
VP and Corporate Secretary, PayPal

Thanks, Alex. The next question is, will PayPal consider paying dividends on its stock?

Alex Chriss
President and CEO, PayPal

At this time, we do not have plans to introduce a dividend. We continue to believe that share repurchases, in addition to investing in the business, remain an excellent use of capital for our shareholders. As we have said, in 2024, we expect to return at least $5 billion to shareholders through share repurchases, which represents more than 100% of our Free Cash Flow for the year. We will continue to evaluate our capital allocation plans and priorities on a regular basis, and a dividend may be something we consider in the future.

Brian Yamasaki
VP and Corporate Secretary, PayPal

Thanks, Alex. The last question we'll address today is: the checkout landscape has never been more competitive. What is PayPal's plan to win market share and beat competitors?

Alex Chriss
President and CEO, PayPal

Yeah, thanks for this question. First, it's important to recognize that PayPal is already a leader in checkout. Our payment methods are trusted, loved, and used by millions of consumers and merchants around the world. Checkout is where our story began, and that's our number one priority across the company. We are already making steady progress towards ensuring we have best-in-class checkout products and customer experiences. We are redesigning the checkout experience to make it more intuitive and mobile-friendly, and removing friction by adding more passwordless login methods. This will not only lead to a better shopping experience for customers, but will also improve conversion rates for merchants. We are also preparing to move from early testing of Fastlane to general availability in the US in the second half of the year.

Data from our alpha merchants shows that 40% of guests are choosing to create a Fastlane profile, which speaks to the trust in our brand, and returning Fastlane users are converting at nearly 80%. We are just getting started and already creating a low double-digit lift in guest checkout conversion for participating merchants. We expect this to grow as we drive adoption. With the innovations we are introducing, I firmly believe we will have the best checkout experience in the market, but we are not stopping there. We are focused on powering every payment, not only online, but also in person. To that end, we are committed to bringing the PayPal and Venmo value proposition to every purchase, everywhere, every time.

As we look to the future, we believe commerce will happen in more places than just merchant websites and apps, so we are actively building towards that future. We are working to leverage our scale and the power of AI to develop capabilities to personalize the shopping experience and make PayPal the smartest way to pay, regardless of channel. We have a clear plan to invest in our products, customer experiences, and value propositions to give consumers and merchants more reasons to choose PayPal. We've all the right assets to win, and I have full confidence in the PayPal team.

Brian Yamasaki
VP and Corporate Secretary, PayPal

Thanks, Alex. This concludes the question and answer portion of the agenda. As a reminder, stockholder questions addressed during our Q&A session, as well as questions we didn't have a chance to address today, will be posted on PayPal's Investor Relations website and the meeting website. With that, I'll turn it back to Alex for closing remarks.

Alex Chriss
President and CEO, PayPal

Yeah. Thanks, Brian. I want to close by thanking everybody who participated in today's virtual meeting and those stockholders who submitted questions. The PayPal leadership team and I are working hard each day to bring this company to the position of strength and level of performance we all expect. Thanks for joining us and for your continued support. Operator?

Operator

This concludes PayPal's 2024 Annual Stockholders Meeting. A replay of the meeting will be available within 24 hours at the website you logged into today. You will now be disconnected from the meeting. Thank you, and have a good day. The host has ended this call. Goodbye.

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