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AGM 2017

Jan 31, 2017

Speaker 1

Good morning. I'm Bob Machalotte and Chairman of the Board of Visa Inc. And pleased to welcome you all here on behalf of the management team, the Board of Directors and our employees to our 2017 Annual Meeting. Today's meeting is being recorded and the replay will be available on the company's Investor Relations website. Before proceeding with the business, formal business of the meeting, I would like to take a moment to introduce the other members of the Board of Directors in attendance today and ask that each director stand as their name is called.

Bloyd Kearney is the Chief Executive Officer of Brocade Communications and a member of the Audit and Risk Committee. Mary Cranston, a retired senior partner of the international law firm of Pillsbury, Winthrop, Shaw and Pittman and the Chairman of the Board's Audit and Risk Committee. Javier Fernandez Cabajal is a consultant for public and private investment transactions and a wealth management advisor as well as a former CEO of the Corporate Development Division of Grupo Financiero BBA von Comer and a member of the Audit and Risk Committee. Gary Hoffman, our newest Director is the Chief Executive Officer of Hastings Group and a member of the Board's Audit and Risk Committee. Suzanne Nora Johnson, the former Vice Chairman of Goldman Sachs and Chairman of the Board's Compensation Committee and a member of the Nominating and Governance Committee.

John Swenson, the former CEO of CA Technologies and Chair of the Board's Nominating and Governance Committee and a member of the Compensation Committee Maynard Webb, the Founder of Webb Investment Network and a Co Founder of Everwise Corporation and a member of the Audit and Risk Committee and the Nominating and Governance Committee. And Al Kelly, who has been a member of the Board since 2014 and became Visa's CEO on December 1, 2016. In addition to serving as Visa's new CEO, Al will continue to be a member of the Board. I would like to take a moment to recognize the years of service and dedication of 2 of our directors who are not standing for reelection today, Kathy Menahan and David Pang. Would you please stand?

Kathy and David have been members of the Board since 2007 and have provided their leadership to the company through its IPO until today. On behalf of the Board of Directors, I would like to thank Kathy and David for their many contributions. And I ask you for a little bit of applause for a decade of decades. I am proud to serve with such a dedicated experienced group of directors who are committed to representing the best interest of Visa and its stockholders. Also with us this morning are Jana Barston and Janelle Riley of KPMG, our independent registered public accounting firm.

They will be available to answer questions later in the meeting. At this time, Kelly Mahan Tullier, our Executive Vice President and General Counsel and Corporate Secretary, will conduct the formal portion of this meeting and record the minutes. Then Al Kelly, our Chief Executive Officer, will present an overview of Visa's fiscal 2016 financial results and business strategy, and then we will address your questions. Kelly?

Speaker 2

Thanks, Bob. Good morning. Upon registration, you're provided with an agenda for the meeting and the rules of conduct for the meeting. In order to allow for an orderly meeting and permit sufficient time for questions, we ask that you abide by these rules. After the proposals are presented, you'll be given an opportunity to ask questions regarding the proposals.

There will also be a question and answer period for company related questions after Al's presentation. If you would like to ask a question, please proceed to the microphone. Once you've been recognized, please identify yourself by name and state whether you are a stockholder or hold the proxy of a stockholder. Any such questions will be subject to the rules of conduct for the meeting. We have an affidavit from Broadridge certifying to the stockholders of record as of December 2, 2016, or mailed a notice of Internet availability of proxy materials on or about December 8, 2016.

The affidavit of mailing and notice will be filed within minutes of this meeting. Andrew Wilcox, on behalf of Broadridge, has been appointed to serve as Inspector of Election. Mr. Wilcox, who is sitting in the back of the room, has taken the oath of office and is prepared to serve. Mr.

Wilcox has advised me that we have present in person or by proxy a sufficient number of shares to constitute a quorum. Accordingly, the meeting is duly constituted and we may proceed with business. It is 8:35 am on January 31, and the polls are now open for voting. They will close at the conclusion of the formal portion of this meeting. Until the polls close, any stockholder may revoke or change his or her vote on any matter.

However, once the polls close, no further ballots, proxies or votes or any revocations or changes will be accepted. If you previously voted via the Internet, telephone or mail, you do not need to take any further action. If you did not previously vote or wish to change your vote, please raise your hand now and we'll provide you with a ballot to vote vote this morning. We will collect the ballots once while voting is being completed on all matters on the agenda. Upon receipt of the ballots, the polls will officially close and we'll announce the preliminary results of the voting at the end of the formal portion of this meeting.

There are 4 proposals on the agenda today. The first proposal is to elect 9 directors to Veeva's Board of Directors. The Board's nominees for election to the Board of Directors are Lloyd Carney, Mary Cranston, Francisco Javier, Fernandez Carbajal, Gary Hoffman, Alfred Kelly, Robert Montalotte, Suzanne Nora Johnson, John Swenson and Maynard Webb. We did not receive any other nominations for Director. The second proposal is an advisory vote to approve our executive compensation.

The 3rd proposal is an advisory vote on the frequency of future advisory votes on executive compensation. The 4th proposal is to ratify the appointment of KPMG to serve as Visa's independent registered public accounting firm for the 2017 fiscal year. If you have a question at this time, please proceed to the microphone. As a reminder, we will only address questions related to the proposals now. All other questions will be addressed during the Q and A portion of the meeting following Al's presentation.

Okay. Stockholders who are voting in person should now mark their ballots on proposals 1 through 4. Please raise your hand if you have a ballot or proxy card to be submitted. Any others? It's 8:38 a.

M. On January 31 and the polls are now closed. No additional ballots, proxies or votes, changes or revocations will be accepted. I have received the preliminary voting results from the Inspector of Election based on the proxies received as of the opening of the polls of today's meeting. Ballots and proxies handed in during the meeting will be tabulated by the Inspector of Election included in the final tally, which will be filed with the minutes of this meeting of stockholders.

In addition, we will report the final voting results in a current report on Form 8 ks within 4 business days from today. The preliminary results of the voting are as follows. Each of the Board's 9 nominees has been elected to the Board of Directors. Each nominee was elected by a majority of the votes cast. Proposal 2.

The advisory vote to approve the company's executive compensation has been approved by the affirmative vote of holders of at least the majority of the shares of the company's Class A common stock who attended the meeting either in person or by proxy. Proposal 3, the option receiving the greatest number of votes for the frequency to hold an advisory vote to approve the company's executive compensation is 1 year, which will be considered the frequency recommended by our stockholders. Proposal 4. The proposal to ratify the appointment of KPMG LLP to serve as the company's independent registered accounting firm for the 2017 fiscal year has been approved by the affirmative vote of holders of at least the majority of the shares of the company's Class A common stock who attended the meeting either in person or by proxy. I now will turn the floor to Bob.

Speaker 1

Thank you, Kelly. This ends the formal portion of our meeting. There being no further business to come before the meeting, this meeting is adjourned. We will now proceed with an overview of Visa's fiscal 2016 financial results and business strategy presented by Al Kelly.

Speaker 3

Good morning, Bob. Thank you very much. I appreciate everybody joining us today. I also want to give my 2¢ of tribute to David and Kathy as well. They've been great directors I've had the chance to work with over the last 3 years and they have made a great mark on this company and they'll be missed.

I am truly honored to be the new CEO of Visa. I've been with the company now for about 3 months, 2 months as CEO. And it's a terrific organization with a very powerful global brand. My goal from day 1 is to make the CEO transition as seamless as possible. As a Director, I've had a front row seat to Visa's strategy, its opportunities, its challenges and its people.

And I'm not looking to make changes right out of the chute. And in fact, I'm very committed to the strategy the company has, which I'll talk a little bit about today. I'm also most fortunate to have a strong Before my remarks, I'd like to introduce the members of Visa's executive team. Lynn Biggar, Executive Vice President and Chief Marketing and Communications Officer Nicola Haas, the Chief Executive Officer of Visa Europe Kelly Tullier, who you have met, Executive Vice President, General Counsel and Corporate Secretary Jim McCarthy, our Executive Vice President of Innovation and Strategic Partnerships Ryan McInerney, the President of Visa Prasad Prabhu, the Executive Vice President and Chief Financial Officer Ellen Ritchie, our Vice Chairman of Risk and Public Policy Michael Ross, our Executive Vice President of Human Resources Bill Sheedy, our Executive Vice President of Corporate Strategy, M and A and Government Relations and Rajat Tanaja, our Executive Vice President of Technology. As a legal requirement, I'll remind you that this presentation may include forward looking information.

Our actual results could differ materially for a number of reasons, which you can find in our fiscal 2016 annual report. Fiscal 2016 was another good year for Visa, despite a continued period of uneven economic growth across the globe. Nonetheless, we delivered net operating revenue of $15,100,000,000 a 9% increase from the prior year. Adjusted diluted earnings per share were $0.284 an 8% increase over the prior year. And total global payments, which includes 10 days of incremental Visa Europe volume reached $5,800,000,000,000 a very healthy 17% increase year over year.

Finally, as has been our commitments since our initial public offering, we returned the majority of our excess cash to our stockholders in the form of share buybacks and dividends. This amounted to over $8,000,000,000 last year. Longer term, this commitment remains a core focus of our capital allocation strategy. In October, our Board increased our quarterly dividend by 17%. We stepped up the pace of our share repurchase activity in the late part of fiscal 2016 and we will continue that through fiscal 2017 to offset the approximately $6,000,000,000 of dilution from the issuance of preferred shares in conjunction with the Visa Europe acquisition.

During 2016, we continued our focus on delivering on the strategic priorities established by the management team and by our Board. Visa's unwavering focus on these priorities yielded strong results last year and will continue to underpin our actions as we move forward. I'm not looking to make any changes in our strategy, but it has to be dynamic and it is. And that's important because the payments ecosystem continues to evolve. There are 3 foundational elements of our strategy beginning with people.

Visa is quite fortunate to have some of the best and brightest talent in the payment space today, but there is always more that we can be doing as an organization to ensure that these individuals are constantly developing and evolving their talents to meet the changing landscape in the payment space. In the past couple of years, we've transformed our workspaces to be more open and collaborative. We've expanded our physical facilities and we've opened facilities in some new locations to attract a broader group of employees geographically. And we have created and nurtured a much more diverse and inclusive company. The second pillar of our strategy is championing security.

A payments system must be trusted, reliable and secure. Cybersecurity threats will always represent and attacks against our clients and and attacks against our clients and our partners. The recent rollout of chip enabled cards in the United States helped to lower counterfeit fraud by over 50%. And chip enabled merchants comparing September 2016 to 2015 saw decreases in fraud. Additionally, tokenization of card numbers functionally removes all personal card data from transactions resulting in almost 100% secure payments, which is a necessity as payments move to mobile handsets and e commerce shopping.

The 3rd foundational element of the strategy is transforming technology. Given our role in the payments ecosystem, we strive to be a leader in all aspects of technological advancement. With the intensifying digital economy, ubiquity of mobile technology and the importance of enhanced data security, we embarked on a multiyear journey in 2015 to transform technology at Visa. The core areas of focus of this transformation were opening our network and creating a digital platform for innovation, while adding layers of security and operational resilience. We've executed on our workforce plan by hiring a total of 1700 technology employees globally over the past 2 years, replacing a significant percentage of our contractor and vendor spend and in turn and importantly bringing knowledge in house.

We've developed into a software first culture that prizes open access to our network, one that allows for our clients and partners to rapidly launch new products and payment experiences without the impediment of what was our historically closed network approach. While this is clearly work in progress, it is an area where we have made tremendous strides. When it comes to growth, our strategy begins with deepening partnerships we have around the world with issuers, merchants, acquirers and other players in the payment space. In fiscal 2016, we renewed important issuer relationships. Several of our more prominent ones are pictured here.

Our focus is on all of the constituents that make up the 4 party model, the success it has been for the past 60 years. True Partnerships is addressing the needs not only of Visa's issuers, but of our acquirers and their merchants as well as governments and regulators around the world. Visa will continue to partner across all of these various entities to increase financial inclusion around the world and enable world leaders around the globe to realize the advantages of digitizing commerce for their economies. The second element of our growth part of the strategy is digital leadership, where we continue to make further strides. Visa Checkout, 2 years after its introduction has grown to over 18,000,000 consumer accounts in 23 countries and spans over 300,000 merchant acceptance points online.

Over 1500 Financial Institutions are supporting this effort. Our digital platform strategy continues to evolve and grow, while supporting our original partners including Samsung, Google and Microsoft, we're expanding it to new markets and enabling other financial institutions to launch their own proprietary solutions. The last growth pillar of the strategy is expanding access. We believe that the expansion of digital payments will continue to benefit all who use them, whether our clients and partners or consumers and especially governments. The result of expanding access means enabling card access for both consumers and merchants.

Today Visa is accepted at over 44,000,000 merchant locations via 3,100,000,000 cardholders worldwide. But if we want to convert more cash and check volume, we need to be committed to expanding our coverage into new categories and new geographies. And there is a tremendous opportunity to do so. Today, it is estimated that 2,000,000,000 consumers around the world are unbanked, while millions of businesses don't accept digital payments. We've been actively evolving our business to address and meet local market needs and we are developing innovative ways to enable acceptance and access digital payments in all markets that we can.

What we estimate to have brought millions of new card members into the financial system in this past year and added 3,000,000 merchant locations this past year, we still have much to do to expand our footprint. As expectations for companies in the role in society have continued to rise, corporate responsibility has become a key strategy for companies. At Visa, our company's mission to enable digital commerce is predicated on consumers access to financial institutions. As a result, one of our corporate responsibility tenants to expand financial inclusion is not only core to Visa's strategic business pillars, but it's core to our identity. This year Visa invested to enable more financially underserved individuals access to more formal financial services and we operated a financial literacy program in 41 countries in 16 languages.

Beyond the improvements that Visa is driving to expand financial inclusion, Visa remains committed to giving back to the communities where we operate and live. And we want to be a responsible and sustainable company in how we operate everywhere. In 2016, Visa published its inaugural corporate responsibility report in which we shared our commitments and our performance across key environmental, social and government topics relevant to our business. I invite you to view that full report, which is available on visa.com. In closing, we are excited about the future and the potential of Visa in the ever evolving payments world.

I've covered a few topics, but I did want to provide a quick update on our acquisition of Visa Europe before going to Q and A. The combination of Visa and Visa Europe is already creating significant value for our shareholders the effective ongoing integration of this entity will be a major focus of ours through 2017. Visa Europe's clients are now able to take advantage of our global capabilities, products and solutions and we're in the process of rolling out new offerings like Visa Checkout, various mobile applications and Visa's tokenization service in Europe. We are focused on realizing yield improvements, cost reductions and earnings accretion, all of which we committed to when we first announced this transaction this transaction back in the summer. And all of that is going smoothly so far.

We are certainly have more to say about this in the future, but things as things unfold, but we remain extraordinarily excited about this opportunity to have one global visa. To finish, as has been the customer of this meeting, we have a brief video and I'd like to show you highlighting some of the events of the past fiscal year and then I'll take your questions. So the floor is yours. We're open to whatever questions people have. Yes, please.

Speaker 4

Good morning. My name is Mary Komatsu. I'm a long term Visa shareholder. I'm very happy to be one. Thank

Speaker 3

you, Mary.

Speaker 4

The new administration has been very busy since they've taken office, sometimes surprising business leaders with new challenges or requests. And I was wondering if there are any challenges that are specific to the payments industry or Visa in particular from the new administration, changes in policy that may be beneficial or pose new activities for the company? Thank you.

Speaker 3

Thank you, Mary. So far, President Trump has not really focused on payments specifically. And obviously, we operate in a space that is subject to a lot of regulation. And so we will be watching closely and be available to help as the administration thinks about what they're going to do as it relates to both current regulation that they might roll back or any kind of new regulation that they will put in place. But I think right now, we are heads down focused on trying to drive our business forward.

And as the situation is clearly fluid, as you said, and as it warrants and makes sense for us to jump into the dialogue, we certainly will. Thank you. Thank you.

Speaker 1

That does it for today. We appreciate you being here and look forward to seeing you again next year.

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