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ASM 2018

Jun 19, 2018

Speaker 1

Good morning, and welcome to the Square Inc. 2018 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to introduce Jack Dorsey, the company's President, Chief Executive Officer and Chairman of the Board. Mr.

Dorsey, please go ahead.

Speaker 2

Welcome, everyone, and thank you for joining our 2018 Annual Meeting of Stockholders. We're pleased to hold our 3rd Annual Stockholders Meeting virtually as we aim to increase access and participation. Stockholders may submit questions at any time during this meeting through the web portal, and we will have time after the formal business portion of the meeting to respond to questions. I would now like to turn the meeting over to Savon Whiteley, our General Counsel and Corporate Secretary, who will lead the formal business of the meeting and also act as secretary.

Speaker 3

Thank you, Jack. At this time, I'd like to introduce the other members of our Board of Directors who are participating in the meeting today. They are David Vigner, Anna Patterson, Jim McKelvey, Lawrence Summers, Mary Meeker, Navin Rao, Paul Dighton, Randy Garutti, Roelof Botha and Ruth Simmons. We also have with us Sarah Friar, our Chief Financial Officer and Charles Lynch of KPMG, our independent registered public accounting firm. Mr.

Lynch will be available to respond to appropriate questions during the Q and A session at the end of this meeting. We have appointed Chris Vico to act as the Inspector of Election today. She has executed an oath of office to carry out her duties with strict impartiality and to the best of her ability, and she will examine and tabulate the proxies and ballots at this meeting. With introductions concluded, we'll move on to other procedural matters. As an overview of today's meeting, we will begin with the formal business portion, during which we will address the matters described in our 2018 proxy statement and vote on the proxy proposals.

We will then announce preliminary voting results and adjourn the formal portion of this meeting. Afterward, we will provide time for a Q and A session. Note that the meeting is being recorded and a webcast replay will be available on the same meeting website following today's meeting. Our Board of Directors has affixed April 24, 2018 as the record date for determining the stockholders entitled to vote at this meeting. I have an affidavit of distribution from Broadridge Financial Solutions confirming that proxy materials related to this meeting were mailed to stockholders of record determined as of the close of business on the record date starting on April 27, 2018.

I also have a complete list of the stockholders entitled to vote this meeting available for examination by any stockholder who is present. This list will be available online for the duration of the meeting and can be found in the footer section of the meeting webpage. Ms. Vico reports that the holders of a majority of the combined voting power of our Class A and Class B common stock outstanding as of the record date are present at the meeting either virtually or by proxy, which constitutes a quorum. Therefore, today's meeting is duly convened and open for business.

We will now proceed with the formal business of the meeting. It is 8:0:4 am and the polls are open. If any stockholders have not yet voted or wish to change their vote, please click on the voting button in the web portal and follow the instructions. If you've already sent in a proxy or voted via the telephone or Internet and do not wish to change your vote, no further action is needed. There are 3 proposals to be considered and voted upon by our stockholders.

Each of these proposals is more fully described in our proxy statement filed with the Securities and Exchange Commission on April 27, 2018. The first proposal is to elect 4 Class III Directors, Randy Garutti, Mary Meeker, Naveen Rao and Lawrence Summers to serve until our 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified. No other director nominees have been properly submitted pursuant to our bylaws or the rules of the Securities and Exchange Commission, so no other nominations are being considered. Each of the 4 director nominees is currently serving on our Board and our Board of Directors recommends a vote for all of these Director nominees. The second proposal is to approve on an advisory basis the compensation of our named executive officers.

We currently hold the say on pay vote every year. Our Board of Directors recommends a vote for the advisory approval of the compensation of our named executive officers and the adoption of the following resolution. It reads as follows: Resolved that the stockholders approve on an advisory basis the compensation paid to our named executive officers as disclosed in the proxy statement for the annual meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion and other related disclosure. The 3rd and final proposal is to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2018. Our Board of Directors recommends a vote for the ratification of the appointment of KPMG.

The polls are still open and we will vote on these proposals. Voting today is by proxy and online ballot. As previously mentioned, if you already submitted a proxy or voted via the telephone or Internet and do not wish to change your vote, no further action is needed at this time. If you have not yet voted or wish to change your vote, you may do so now by clicking on the voting button in the web portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, you must submit your electronic ballot now for your vote to be counted by the Inspector of Election.

We will leave the polls open for another minute to allow anyone who chooses to vote electronically to cast their ballots. It is now 8:0:8 am and since everyone has had the opportunity to vote, the polls are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. Ms. Vico will report on the preliminary voting results.

Ms. Vico, please go ahead when you're ready.

Speaker 4

My preliminary report shows the following. Regarding proposal number 1, the election of Class 3 directors, Randy Garutti, Mary Meeker, Navin Rao and Lawrence Summers received the greatest number of votes in favor of their election with each receiving more than 90% of the votes in favor of election. Regarding proposal number 2, the advisory approval and resolution on the compensation of the company's named executive officers, more than 90% of the votes were in favor of approval. Regarding proposal number 3, the ratification of the appointment of KPMG, more than 90% of the votes were in favor of approval.

Speaker 3

Thank you, Ms. Vico. Based on these preliminary voting results, the stockholders have elected the 4 Class III directors to serve until the 2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified approved on an advisory basis the compensation of our named executive officers and ratified the appointment of KPMG as our independent registered public accounting firm for fiscal year ending December 31, 2018. The final voting results will be set forth in a report of the Inspector of Election and will be included in the minutes of this meeting. We will also report the final voting results on a Form 8 ks, which we will file with the Securities and Exchange Commission within 4 business days of today's date.

This concludes our planned agenda today. As there are no other formal business before us, I now declare the formal business portion of the meeting adjourned. We will now answer stockholder questions received today through the web portal. Please note that we will attempt to answer as many questions as time allows. I'll now turn it over to Nikhil Dixit from our Investor Relations team to oversee this Q and A session.

Speaker 5

Thank you, Savant. Before we begin, I would like to note that our responses to your questions today may include forward looking statements. Actual results could differ materially from those contemplated by our forward looking statements. Reported results should not be considered as an indication of future performance. Please take a look at our filings with the Securities and Exchange Commission for a discussion of the factors that could cause our results to differ.

Also note that any forward looking statements are based on information available to us as of today's date, and we disclaim any obligation to update any forward looking statements, except as required by law. Also, our responses may include discussion of certain non GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures are provided in our shareholder letters for prior quarters and other filings with the Securities and Exchange Commission, all of which are available on our Investor Relations website. These non GAAP measures are not intended to be a substitute for our GAAP results. Since we have not received any questions, we will now conclude the question and answer period.

Thank you for joining us today.

Speaker 1

Thank you for joining today's meeting. You may now disconnect.

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