AGM 2021

May 26, 2021

Welcome to Upstart Holdings' 2021 Annual Meeting. I'd like to introduce Jason Schmidt, Vice President of Investor Relations. Go ahead, Jason. Thank you, and good morning. Welcome to Upstart's 2021 Annual Stockholders' Meeting. This virtual online meeting is being webcast and the replay will be available on our website. With me today are Dave Girard, our Chairman of the Board and CEO Alison Nagel, our General Counsel and Corporate Secretary and Sanjay Datta, our CFO. Please note that during this meeting, we may make statements that relate to future results and events. These Statements are based on our current expectations and information available as of today and are subject to a variety of risks, uncertainties and assumptions. Our actual results could differ materially as a result of various risk factors that have been described in our periodic filings with the SEC. As a result, we caution against placing undue reliance on these forward looking statements. We assume no obligation to update any forward looking statements as a result of new information or future events, except as required by law. It is now 9:0:5 am Pacific Time on May 26, 2021, and the polls are open for voting on all matters upon which stockholders will vote. If you have questions that you would like to ask during the meeting, please submit your questions via the virtual meeting portal. Following the formal portion of the meeting, we will answer appropriate questions that have been submitted by stockholders. And now, I would like to turn it over to Dave. Please go ahead. Good morning, everyone. Along with my fellow directors and management team members, I'd like to welcome you to Upstart's 2021 Annual Stockholders Meeting. Directors joining us today are Sukinder Singh Cassidy, Rob Schwartz, Hilliard Terry, Mary Henchis, Kieran O'Kelly, Paul Gu and Carrie Cooper. Also in attendance are Jared Thier, Kevin Adams and Katie McDonald, representatives from Deloitte and Touche LLP, our independent registered public accounting firm and Christina Vico, a representative of Broadridge Financial Solutions, who is serving as the Inspector of Election for today's meeting. At this time, I'd like to turn the meeting over to Alison. Thank you, Dave. The formal portion of the Annual Stockholders' meeting is now all to order and the polls are open. You may continue to vote at any time during this meeting until we announce the polls are closed. I have received an affidavit from Broadridge certifying that written notice of this meeting along with the related proxy materials were timely mailed are made available on the Internet to stockholders as of record as of April 1, 2021, the record date for this annual meeting. Therefore, this meeting has been duly called. A list of the holders of Upstart's common stock as of the record date This meeting is available for examination by any stockholder or by any holder of a proxy representing a stockholder. To access this list during today's Annual Meeting, please visit www.virtualshareholdermeeting.com/upst2021 and enter the 16 digit control number provided on your proxy card, voting instructions form or notice of Internet availability of proxy materials. As of the record date for this annual meeting, 73,908,252 shares of common stock are outstanding and entitled to be voted at this meeting. Ms. Vico has determined that outstanding shares of our common stock, collectively representing over 80% The voting power of the outstanding shares entitled to be voted at the meeting are present or represented by proxy at today's Annual Meeting. Therefore, a quorum is present. At this time, we will consider the items of business on the agenda. We have 2 proposals to vote on today. Proposal 1, Election of Directors. Our Board is divided into 3 classes whose members serve staggered 3 year terms. The terms of office of each of Upstart's Class 1 Directors, consisting of Dave Girard, Hillard C. Terry III and Oscar Miele expire at this annual meeting. The Board has nominated Mr. Girard and Mr. Terry for reelection to the Board as Class 1 Directors, each for a 3 year term. Both nominees are currently serving as Directors. Biographical information about each nominee is set forth in Upstart's proxy statement filed with the Securities and Exchange Commission on April 14, 2021. The Board has unanimously recommended that stockholders vote for the foregoing 2 nominees. Each of the Class 1 nominees, Desjardins and Hilary Otterre, will be elected by a plurality of votes Cast by the holders of our common stock, with each share of common stock entitled to 1 vote per share in such an election. Proposal 2: Ratification of Independent Registered Public Accounting Firm The Audit Committee of the Board has appointed Deloitte and Touche LLP to As Upstart's independent registered public accounting firm for Upstart's fiscal year ending December 31, 2021, and the Board is asking stockholders to ratify that appointment. The Board has unanimously recommended that stockholders vote for ratification of the appointment of Deloitte. The approval of Proposal 2 requires the affirmative vote of the holders of shares of stock representing a majority in voting power of the shares present Are represented by proxy and entitled to vote on the proposal. Each share of common stock is entitled to 1 vote per share for proposal number 2. Are there any questions on the proposals? The polls will be closing shortly. If you have not voted Your shares are submitted to proxy. Please do so electronically in accordance with the instructions posted on the website. If you have already voted or submitted a proxy online or by telephone or mail, there is no need for you to do anything to do so again during this meeting unless you wish to change the proxy or voting instructions you previously gave. Upstart's proxy holders will vote your shares as indicated on your proxy card or voting instructions. However, if you are a registered or record holder of Upstart common stock And you signed or submitted a proxy card to Upsert, but did not indicate any instructions, your shares will be voted for the election of the Class 1 directors and for Proposal 2. It is now 9:10 am Pacific Time on May 26, 2021. The polls, including electronic voting via online portal, are hereby closed as to each matter presented for stockholder role. Preliminary Results The Inspector of Election, Ms. Vico, has informed me of the preliminary voting results of each of the proposals. The preliminary report is as follows: With respect to proposal 1, election of directors, the number of votes for each nominee represented a plurality of the required votes cast with respect to the shares present or represented by proxy. Therefore, each of Mr. Gerard and Mr. Terry has been re elected to serve as a Class 1 Director for a 3 year term. With respect to Proposal 2, ratification of independent registered public accounting firm, The number of votes for the proposal was over 99% of the total voting power of the shares present are represented by proxy and entitled to be voted on the proposal. Therefore, the stockholders have ratified the appointment of Deloitte AbsaRT's independent registered public accounting firm for the current fiscal year. Upon receipt of the final report, the inspection of collection, the Final voting results will be reported in a Form 8 ks filed with the Securities and Exchange Commission. This concludes our official business and I now declare the 2021 Annual Meeting to be adjourned. I would now like to turn the meeting over to Upstart's Chairman and CEO, Dave Girard. Thank you, Alison. On behalf of Upstart, our executive leadership team, employees And our Board of Directors, I want to thank you for joining us today and for your continued support. And before we go to the Q and A session, I just want to make a few short comments. I'd like to reflect a bit on the last year or so at Upstart, summarize where I think we stand today and then a bit about where we go from here. First, I want to thank, the Upstart team, their families, our business partners. The last year or so has been very challenging for Almost everybody in many different ways. So I want to first say thank you to all who have supported Upstart. Reflecting on the last year or so, I'm very proud of what the company Has accomplished it all of course starts with COVID and the pandemic and all the suffering that happened across Certainly with our team is still happening across the world. But I'm quite proud of the way that the company reacted to that. The team went to, like many others, a fully remote and has worked fully remote, almost entirely for the last 14 months or so. And we've done that really seamlessly and successfully. The platform has really proven itself in terms of being a credit origination platform. The performance of it has been exceptional and it's really, I think, been a great proof point for us. And our business has shown itself to be resilient. So As challenging as COVID has been and continues to be for so many, we're very proud of that. The business has been resilient and in fact in recent months has clearly accelerated. We took the company public of course in December and that itself is something we're proud of during a very challenging time. In our performance since our IPO is also something we take pride in. It's been a very tricky, waters to navigate with the ongoing pandemic and all the implications of it. Our core personal loan business that most of our history is built around has grown exceptionally well and has performed exceptionally well. And that really is the foundation of everything that we aim to do in the future. I'm also very pleased that we've made rapid progress in our next business, which is really our auto lending business. And I'm very pleased with how quickly we are bringing that product to market and the progress We're making with it, including our first ever acquisition earlier this year, we acquired Prodigy to help sort of further our efforts in the auto lending industry. And we are very happy to have made our first acquisition, very pleased with the progress we've made in it and Excited about how it's going to contribute to this effort. So if I were to summarize where we stand today, We have in the great landscape of fintechs, the rare combination of high growth and profits. And That is really, I think, a tribute to the quality of our technology and the quality of our team. We have a very strong balance sheet today that provides a lot of options and a lot of Option value in terms of places we can go in the future that we may not yet have visibility to today. We have a core business that is growing very quickly and Forming well and delivering profits, which is obviously a very strong base to build on. And our as I said earlier, our Generation business, our auto related business is making very fast progress. I also think it's important to say we have a very strong leadership team, Many of which have been together for many years. And, I think that is sometimes lost on the world how important it is to have a team that has built a business improving themselves and gone through a lot together. And that's a very strong attribute of Upstart. And, I'm especially proud of, Our years long maniacal focus on credit quality and model accuracy, really at the expense of many other things along the way because ultimately It is that focus, it is the quality of the product, the quality of the credit that has paid off and has helped us get to the place we are today. Lastly, in terms of where do we go from here, well, we had a leadership off-site just this week and really talked a bit about where we are and where we're going. And I think some of the overarching messages or discussions were, we don't want to be complacent. We're very pleased with how far we've come, But I think we recognize we're still at the very early stages and we have incredible potential in terms of what we can do, the impact we can have in front of us. We do have the opportunity to build one of the world's largest and most impactful fintechs, if not technology companies overall, given the scale of the opportunity and the advantages we have in the market. But of course, we have a lot of work to do to achieve that. We have to improve ourselves As leaders, we have to strengthen our teams and we have to be bold, and ambitious about what we're going to do in the future. So suffice to say, I am and I think the leadership team at Upstart is very excited about the future and working very hard to make it as exciting as possible. So with that, I will now turn things back to Jason for the Q and A. Thank you, Dave. Stockholders of record who would like to ask a question may do so electronically by submitting a question in the designated field on the virtual meeting web portal. Our first question is for Dave. Can you please discuss scalability of your platform To other geographies. If you were to expand geographically, how difficult would it be to modify your AI platform? How much would your business model, service fee, referral fee, platform fee, etcetera have to change to accommodate those foreign markets? Thank you. It's a great question, Dan. Thank you. For sure, there's work to be done to expand our models to sort of solve other Problems and some of those might be adding additional products within the U. S. Market that we serve today. But as you suggest, There's no reason we can't, with more work begin to serve other parts of the world with different types of credit products. For sure, there's significant work required to do that. The data sources, can be different. The regulatory structure can be different. So, without doubt, there's work to do in our models and our business. And, we would not tend to speculate exactly what the revenue models would look like or the margins or We compare it to the existing business in the U. S. But suffice to say, we have a lot of confidence that when you have a better model, a more Accurate model, which we're confident we can build in the right places where we choose to take it, that you create what we consider excess economics that can make a better product for the borrower and the lender as well as a profitable business for Upstart. And that's really The method by which we would choose where we go next and what products we would build in those markets is opportunities to build a superior product that creates some excess economics. That's, it's certainly in front of us and, work that we're very excited to do at some point. Thank you, Dave. There are no more questions at this time. This concludes our general question and answer session. Thank you again for attending. We invite you to visit our Investor Relations website for additional information and for a replay of the meeting. Thank you. Upstart Holdings Inc. 2021 Annual Meeting of Shareholders has concluded. Thank you for participating today.