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PAYPAL HOLDINGS, INC.

(PYPL)
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PayPal : 2021 Annual Meeting Q&A

06/11/2021 | 04:39pm EDT

PayPal Holdings, Inc.

Stockholder Questions and Answers for the

2021 Annual Stockholders' Meeting

Below is the list of questions we received in advance of and during our 2021 Annual Meeting of Stockholders held on May 26, 2021 (the "Annual Meeting"). In a few cases, we have consolidated multiple questions on the same topic together and provided a summary response, and also have made minor edits for clarity, corrected typos, removed inappropriate language and removed names of individuals.

PayPal's answers to these questions may contain forward-looking statements that are based on management's current expectations, forecasts and assumptions, and involve risks and uncertainties. PayPal's actual results could differ materially from those predicted or implied by forward-looking statements. Information about factors that could adversely affect PayPal's results of operations, financial condition and prospects or that could cause actual results to differ from those expressed or implied in forward-looking statements is included under the captions "Risk Factors", "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in PayPal's most recent annual report on Form 10-K and its subsequent quarterly reports on Form 10-Q, copies of which may be obtained by visiting PayPal's Investor Relationswebsite or the SEC's website at www.sec.gov. You should not rely on any forward-looking statements. All information in this document is as May 26, 2021. PayPal does not undertake, and expressly disclaims, any obligation to update the information.

Questions Received and Posted to the PayPal Investor Relations Website Prior to the Annual Meeting:

Question: What time does the meeting start?

Company Response:

The Annual Meeting will begin promptly at 8:00 a.m. Pacific Time. The virtual meeting room will open at 7:45 a.m. Pacific Time for registration. Please see page 2 of our Proxy Statementfor additional details on participating in PayPal's virtual Annual Meeting.

Question: What are proxy materials?

Company Response:

Please see Question 2 of the section entitled "Frequently Asked Questions" on page 76 of our Proxy Statementfor information on our proxy materials. PayPal's proxy materials include the Notice of the Annual Meeting, our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. If you received a paper copy of these materials by

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mail, the proxy materials also include a proxy card, or a voting instruction form for the Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials, see the section entitled "Voting Information" on page 78 of our Proxy Statementfor information regarding how you can vote your shares.

You may view our proxy materials at www.proxyvote.com. You will need your 16-digit control number on your Notice, proxy card or voting instruction form, as applicable, to access the materials.

Question: Why would the Board recommend voting against assessing inclusion in the

workplace?

Related Questions:

  • Why not assess inclusion and diversity to ensure equity for all?

Company Response:

PayPal's statement in opposition to proposal 5 (Assessing Inclusion in the Workplace) can be found on pages 74-75 of our Proxy Statement.

Additional Questions Received Prior to and During the Annual Meeting:

BOARD MATTERS

Question: How are diversity considerations integrated into the Board composition and

nominating process?

Related Questions:

  • When can stockholders start seeing a more diversified advisory team on PayPal's Board of Directors?
  • Why does this Board only have four women and one person of color?
  • Has the Board/PayPal been making a concerted effort to recruit women of color to the Board? What is your course of action?
  • Why does your Board of Directors inclusion statistic of 45% include both women and diverse ethnic groups?
  • Why not put an active educator on the Board?
  • Why not include on the Board of Directors someone from South America, Africa, Europe or other countries or ethnicities?

Company Response:

We believe a diverse Board that brings a broad range of perspectives, insight, expertise and skills is critically important for PayPal. Our ability to deliver on our mission of democratizing financial services starts from the inside, with a Board of Directors and a global team of

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employees that reflect the communities where we work and live, and the diversity of the customers we serve.

Consistent with our commitment to inclusion and diversity at all levels of the Company, nearly one-half of our directors are women or from under-represented groups. We will continue to actively seek highly qualified women and individuals from underrepresented groups to include in the director candidate pool.

Question: Why are there so many directors? How long do they serve? Do they replace otherformer Directors? How much are they paid?

Company Response:

There are currently 11 directors appointed to our Board of Directors by our stockholders and each serves until our next Annual Meeting of Stockholders and until their successors are elected and qualified. One of the responsibilities of our Governance and Nominating Committee is to make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any committee thereof. In addition, as part of the Board's annual self-evaluation process, directors consider the appropriateness of the current number of Board members.

Our Board is composed of highly accomplished individuals who have contributed a wide variety of relevant skills, backgrounds and experiences. Management and the Board believe that given diversity of perspectives, valuable insight and expertise and the relevant and complementary skills of our directors, the current number of directors is appropriate to oversee our business, our strategies and executive management. Please see the section entitled "Director Compensation" beginning on page 29 of our Proxy Statementfor information on how our directors are compensated.

Question: What is the percentage of meetings attended for each member of the Board?

Company Response:

Our Board met eight times during 2020. All directors who served in 2020 attended at least 75% of all our Board meetings and meetings for the committees on which they served. Please see the section entitled "Board and Committee Meetings and Attendance" beginning on page 25 of our Proxy Statementfor additional information.

BUSINESS/PRODUCTS

Question: Does PayPal have plans to add more financial services to the PayPal or Venmoapps like the ability to invest in single stocks?

Company Response:

We are in the process of developing additional financial services as part of our digital wallet. Our goal is to introduce even more functionality, including investment alternatives, that provide

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a seamless PayPal experience across all of our financial services, which could include things like investment capabilities.

Question: Can you please explain your approach to partnerships within the financialecosystem?

Company Response:

When we became an independent company, we shifted our strategy to focus on partnership and choice and opened our platform. We realized that our business goals are aligned with the banks and networks, and our shared customers benefit from us partnering to make the experience for shared customers better, easier, more secure and more valuable. Since then, we've partnered with more than 120 ecosystem partners, including more than 40 financial institution partners. This includes some of the largest banks and networks including JPMorgan Chase, Bank of America, Wells Fargo, Citi, PNC, US Bank, Capital One, Visa, Mastercard, American Express, Discover - and a growing list of other banks as well.

Our focus is on creating a platform that delivers great user experiences for our consumers and merchants. By partnering with others across the ecosystem, we're able to focus on what we do best, while also creating opportunities for our ecosystem partners. When we think about the expansion of our digital wallet and the financial services we plan to offer, we expect that a lot of these will be done in partnership with different financial institutions.

Question: Can we expect to see PayPal payment option in Amazon.com?

Company Response:

We are focused on making PayPal and Venmo available wherever our customers want to shop. PayPal and Venmo branded credit and debit cards are the current options for customers shopping on Amazon.com.

Question: What is PayPal doing to combat fraud?

Company Response:

Our customers trust us with their money and their personal information, and we take this responsibility very seriously and go to great lengths to prevent misuse of our services. Protecting merchants and consumers on our Payments Platform from financial and fraud loss is imperative to successfully competing and sustainably growing our business. When we become aware of potentially fraudulent activity on a PayPal account, we work diligently with law enforcement agencies to carefully review and ensure our services are used in line with our longstanding policy.

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Question: What is your strategy for increasing the ubiquity of PayPal and Venmo as inperson payment options?

Company Response:

QR codes have played a big part in our in-store payments strategy, and demand for our PayPal and Venmo QR codes remains strong. As of the first quarter of 2021, nearly one million merchants accepted our QR codes - with an additional merchant signing up every 28 seconds. We're also making it easier for small businesses and casual sellers to accept Venmo payments through business profiles. We now have over 300,000 small business profiles currently established, including 200,000 in the first quarter of 2021. We plan to launch PayPal's Zettle POS solution this summer, which will allow business owners to accept card, contactless and mobile payments, as well as organize inventory and analyze sales.

Question: Are we doing well in the stock market?

Related Questions:

  • Why has the stock dropped from 300 levels to 250?

Company Response:

We do not comment on share price movements.

PayPal's Board and management team are focused on creating long-term value for our stockholders, rather than achieving a specific stock price target. Our top priorities are executing across our strategic initiatives and enhancing the value proposition for the consumers and merchants on our platform.

Question: How will PayPal implement its digital wallet strategy?

Company Response:

PayPal's digital wallet is an important element of our strategy looking forward, and will bring together previously-disparate capabilities that range from payments to shopping to financial services - and even new forms of digital identification. We expect that these capabilities will be linked by a common platform that shares data and machine learning, working together will be able to drive personalized recommendations to increase consumers' transactions and maximize their financial health.

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This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

PayPal Holdings Inc. published this content on 11 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2021 20:38:05 UTC.


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John D. Rainey CFO & Executive VP-Global Customer Operations
John J. Donahoe Chairman
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