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ASM 2016

May 25, 2016

Operator

Good morning, ladies and gentlemen, and welcome to the PayPal Holdings, Inc. Annual Meeting of Stockholders. I would now like to introduce you to Mr. John Donahoe, Chairman of the Board of PayPal Holdings, Inc. Mr. Donahoe, you may begin.

John Donahoe
Chairman of the Board, PayPal Holdings, Inc.

Good morning, everyone, and welcome to the 2016 Annual Shareholders Meeting of PayPal Holdings, Inc. I'm John Donahoe, Chair of the Board of PayPal Holdings, Inc., and I'll serve as your chair for this meeting. We're excited that our first annual stockholders meeting is being conducted through a live webcast. By holding a virtual meeting, we're enabling stockholders from around the world to attend and participate in our annual meeting, which we believe will allow for increased access and participation. We're conducting this meeting in accordance with our bylaws and the rules of conduct and procedures. The rules of conduct and procedures, as well as the agenda, are available on the meeting website.

Remember that the stockholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a stockholder and clicking the Vote Here button on their screen. In terms of the agenda for today's meeting, we'll begin by attending to the formal business of the meeting. After the formal meeting is adjourned, Dan Schulman, our President and CEO, will provide a short presentation on the business, and we'll conclude with a general question-and-answer session. Stockholders logged into the meeting website will be able to submit questions for the general Q&A session by typing them into the text box on the meeting website from now through the end of the Q&A session. Finally, please note that this meeting is being recorded and will be available for replay on the meeting website for 90 days.

With that said, I'd like to introduce the board members who are participating in today's meeting. Dan Schulman, who serves as our President and Chief Executive Officer, Wences Casares, Jonathan Christodoro, Dave Dorman, David Moffett, Pierre Omidyar, and Frank Yeary. In addition to Dan Schulman, other members of PayPal's senior leadership team who are also participating include Louise Pentland, Senior Vice President, Chief Legal Officer, and Secretary, John Rainey, Senior Vice President and Chief Financial Officer, Gabrielle Rabinovitch, Head of Investor Relations, and Russ Elmer, Vice President, Deputy General Counsel, and Assistant Secretary. Representatives of PwC, our independent auditor, are also present today and will be available to answer appropriate questions during the question-and-answer session after the meeting. Finally, a representative from Broadridge Financial Solutions will serve as our Inspector of Elections for the meeting. I would now like to call the 2016 Annual Shareholders Meeting to order.

I'll be serving as Chair of the meeting, and Louise Pentland will serve as Secretary of the meeting.

Louise Pentland
Senior Vice President, Chief Legal Officer, and Secretary, PayPal

Thank you, John. This meeting is held pursuant to the notice of annual meeting that we began mailing on April 14th, 2016, to all our shareholders of record as of April 4th, 2016. We have received an affidavit of mailing from Broadridge indicating that notice of the meeting has been duly given. The Inspector of Election has confirmed that proxies have been received for more than 87% of the approximately 1.2 billion shares of the company's outstanding stock entitled to vote. A quorum is present, and the meeting is duly constituted and will now proceed. As John indicated in his introduction, the polls are open for voting. We will close the polls after we review the proposals. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required.

If you are a stockholder and have a question about any of the proposals, you can submit your question on the website, and we will answer it after we have presented all of the proposals.

John Donahoe
Chairman of the Board, PayPal Holdings, Inc.

I'll present the matters to be voted upon in this meeting. The first item of business is the election of nine director nominees to the board of directors, each to hold office until the 2017 annual meeting of stockholders or until their successors are duly elected and qualified. The nominees for election to the board of directors are Wences Casares, Jonathan Christodoro, John Donahoe, David Dorman, Gail McGovern, David Moffett, Pierre Omidyar, Dan Schulman, and Frank Yeary. The second item of business is an advisory vote to approve the compensation of our named executive officers. The third item of business is the advisory vote to approve the frequency of our future stockholder advisory votes, approving the compensation of our named executive officers. The fourth item of business is the approval of the amendment and restatement of our 2015 Equity Incentive Award Plan.

The fifth item of business is the approval of the amendment and restatement of the PayPal Employee Incentive Plan. The sixth item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2016. Do we have any questions from any of our shareholders?

Gabrielle Rabinovitch
Head of Investor Relations, PayPal

We have no questions on the proposals from our stockholders.

John Donahoe
Chairman of the Board, PayPal Holdings, Inc.

Thus, there are no questions from our stockholders, and that concludes the items of business you've been asked to vote on. The polls are now closed. Louise, do we have the preliminary voting results?

Louise Pentland
Senior Vice President, Chief Legal Officer, and Secretary, PayPal

Yes, we do. We have been informed by the Inspector of Elections that the preliminary vote report shows the following: Each of the nine director nominees has been duly elected. The compensation of our named executive officers has been approved by advisory vote. The frequency of the vote for the compensation of our named executive officers has been approved by advisory vote to be held every year. The amendment and restatement of our 2015 Equity Incentive Award Plan has been approved. The amendment and restatement of the PayPal Employee Incentive Plan has also been approved, and the appointment of PricewaterhouseCoopers LLP as our independent auditor of 2016 has been ratified. We will be reporting the final vote results in a Form 8-K, which will be filed with the SEC within four business days.

John Donahoe
Chairman of the Board, PayPal Holdings, Inc.

Thank you, Louise. There being no further business to come before the meeting, the 2016 Annual Meeting of Stockholders of PayPal Holdings, Inc. is now adjourned. Now Dan Schulman will give a short presentation, followed by our Q&A session. Dan, over to you.

Louise Pentland
Senior Vice President, Chief Legal Officer, and Secretary, PayPal

One moment. Today's presentation 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 because of a variety of 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 quarterly reports on 10-Q. We disclaim any obligation to update any forward-looking statements.

Dan Schulman
President and CEO, PayPal Holdings, Inc.

Thanks, Louise, and thanks, John. I want to thank my fellow shareholders for joining us today on the webcast. We're very excited to host our first shareholder meeting as a publicly traded company, and we appreciate your investment in our company. I realize sometimes it's difficult to put a label on PayPal. We are obviously a tech company. Everything we do is based on our software and our technology platform. Outside of China, we are also the largest fintech company in the world, and we are obviously a major player in the financial services industry. We're an issuer of sorts. We've acquired 170 million customer accounts, and we're a merchant acquirer. We have over 14 million merchants on our platform. We've been characterized as a network, and we are obviously a full stack payment processor. We're all of that, and we are rapidly morphing into much more.

When we think of ourselves inside PayPal, we think of ourselves not as any one of these things, but we think of ourselves as a customer champion company. We want to take all of our unique assets, whether they be our technological prowess, whether it be our risk capabilities, whether it be our customer service, whether it be our scale with our 184 million customer accounts. We want to take all of that and bring it to bear against the lens of external customers. The reason we want to do that is that the marketplace is changing so quickly around us, and we need to reinvent ourselves in our customers' eyes to be at the center of how merchants and consumers will use mobility to redefine how they manage and move money and how they transact with one another.

John Donahoe
Chairman of the Board, PayPal Holdings, Inc.

There's no question that the world of financial services is being redefined by mobile and the digitization of money. I think that there's gonna be more change in the financial services industry in the next five years than we've seen in the last 30, mobile is changing everything. It is fundamentally blurring the distinction between the online world and the offline world, it is putting all of the power of a bank branch in the hand and the palm of our consumers. This is opening up huge opportunity for not just merchants and consumers, but PayPal as well.

Dan Schulman
President and CEO, PayPal Holdings, Inc.

For consumers, we want to be at the center of their financial lives by democratizing money with our innovative services. For merchants, we want to work and bring our full platform capabilities to them to be their trusted partner, in effect, to become the operating system for digital commerce and to help them use mobile to connect to their customers in new and powerful ways. It's a bold vision. I think it's an important vision. It's an innovative mission, we are already making progress against that vision and showing strong growth in all of our core metrics. Our scale is expanding significantly with now 184 million customer accounts, the engagement of those customer accounts continues to go up quarter-over-quarter.

What's interesting to me is that the better we perform today, the stronger we become as we look towards the future, as the network effect of having more consumers and ever more merchants on the platform enables us to be more and more important to the overall ecosystem. We formed multiple partnerships over the course of the last year, from Facebook to the leading mobile carriers across the world, we want to work within the financial ecosystem as a customer champion to propel this vision forward. As important as our financial results are, it is the commitments that we make and how we live up to those commitments that is crucial. Obviously, when you predict the future, you can never know exactly how that's going to come out. We take our commitments very seriously.

We think hard and thoroughly about them, I'm proud to say since we've spun off from eBay, we have either met or exceeded each of the areas of guidance that we've given, whether it be for all of last year or the first quarter of this year. I firmly believe that our focus on being a customer champion is at the heart of our ability and positions us well to achieve our future financial goals. Our goal is not just to create good near-term results, but to make sure that our unique value proposition, our deep and differentiated assets, and the progress we've made since our separation from eBay position us for continued growth and sustained market leadership. PayPal is well more than a button on a website. This is the new PayPal.

We are a technology platform that's fundamentally transforming the payments and money industry and transforming that for our customers. We aspire to be the world's largest open digital payments platform. We've made good progress against that vision and have a clear and compelling plan to achieve that goal. Thank you again for your investment in our company. I'd now like to open the floor to Q&A and turn it over to Gabrielle.

Gabrielle Rabinovitch
Head of Investor Relations, PayPal

Thanks, Dan. You may continue to submit questions for the Q&A session by typing them into the text box on the meeting website screen through the end of the Q&A session. We will attempt to answer as many questions as time allows. Only appropriate questions will be addressed. We have no further questions from our stockholders. That concludes the question and answer portion of the meeting. I'll turn the meeting back to Dan to conclude.

Dan Schulman
President and CEO, PayPal Holdings, Inc.

Thank you, Gabrielle. I want to close by thanking everybody who participated in the virtual meeting this morning and those stockholders who are shareholders of our company. Have a great day, everybody. Thank you again for joining us.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.