VISA 2023 ANNUAL STOCKHOLDERS MEETING

Answers to Questions Received

Below is a list of questions and answers that we were not able to cover at the annual meeting due to time. In some cases, we have consolidated multiple questions on the same topic together and provided a summary response, have made edits for clarity, corrected typos, removed inappropriate language, and removed names of individuals. We have not included comments and statements where no actual questions were asked.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future operations, prospects, developments, strategies, and business growth.

By their nature, forward-looking statements speak only as of the date they are made, are not statements of historical fact or guarantees of future performance, and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any forward-looking statements. Actual results could differ materially from those expressed in, or implied by, our forward-looking statements due to a variety of factors, including, but not limited to factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended September 30, 2022 and our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2022, which may be obtained by visiting our Investor Relations website at www.investor.visa.com or the SEC's website at www.sec.gov.

Our responses to the questions, including any forward-looking statements in this document, are as of February 16, 2023. We do not undertake, and expressly disclaim any duty, to update any such statement whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.

1

Are you seeing any signs of a recession and what are you expecting for 2023? What steps could Visa take if you entered a recession?

No two recessions are the same and vary greatly in terms of impacts to consumers, impacts to businesses, and impacts to regions.

Our business has been resilient so far this year through our fiscal first quarter. Our fiscal first quarter performance demonstrated strong consumer payments growth from cash digitization and client wins. New Flows and Value Added Services momentum has also remained very strong. While there is still much uncertainty from an economic standpoint in the months ahead, we will remain vigilant and ready to act.

Should there be a recession or a geopolitical shock that impacts our business, slowing revenue growth, we will adjust our spending plans by reprioritizing investments, scaling back or delaying programs, and pulling back as appropriate in personnel expenses, marketing spend, travel, and other controllable categories. In a business like Visa's, this always requires a careful balance between short- and long-term considerations. We have contingency plans in place and will activate them should we need to.

As we look beyond fiscal year 2023, we remain as optimistic as we've ever been about the long- term growth potential of our business.

How does Visa monitor and protect against identity theft and other security risks?

Security is a top priority for Visa, and we have a long history of developing strong fraud mitigation tools and services. Financial fraud is a real problem. Scammers are sophisticated and take advantage of vulnerable consumers - both stealing personal information and through social engineering scams. We work alongside law enforcement to help identify and apprehend fraudsters and other criminals.

Visa uses its Artificial Intelligence and Machine Learning capabilities to identify patterns of fraud and cybercrime and partners with law enforcement to help find bad actors in the ecosystem and stop them. We also conduct 24/7 monitoring at the network level to detect and block large-scale attacks in real time targeting our clients, including attacks leveraging stolen identities and credentials, blocking billions of dollars in attempted fraud last quarter alone. We also provide issuer clients with proactive alerts related to breached payment credentials for increased monitoring and re-issuance. In our fiscal first quarter, we flagged millions of at-risk accounts to our issuer clients to minimize illicit monetization of breached credentials.

We offer an array of value added services that could help mitigate and prevent fraud before it occurs. Current services include: Visa Advanced Authorization, Visa Risk Manager, Visa Secure, Visa Token Service, Card Verification Value, Address Verification Services, and Account Takeover Protection. We are always developing new products and services to protect the ecosystem in collaboration with clients.

2

For cardholders, we offer consumer education initiatives on the latest fraud vectors and tips to protect themselves against fraudsters looking to steal their personal information. In the event that fraud occurs, Visa's Zero Liability Policy1 protects consumers from unauthorized charges made using their Visa account or account information.

How does Visa balance working with governments that may have data localization requirements?

As a global network and a responsible steward of data, Visa appreciates the value cross-border data flows can deliver to businesses, economies, and consumers. For example, data-driven technologies like Visa Advanced Authorization allow us to assess the fraud risk for every Visa- processed transaction as it is taking place. In fiscal 2022 alone, Visa helped prevent an estimated $27 billion in fraud with tools such as these, making the global payments ecosystem safer for retailers and consumers.

In our view, payments systems work best when they are open, secure, and competitive. There are a handful of governments that have enacted localization requirements that may restrict the free movement of data. While the specific requirements may vary from country to country, Visa is focused on ensuring an inclusive payments environment that uplifts everyone, everywhere. To achieve this, we are committed to working with governments to identify solutions that drive global commerce, support local businesses, and help economies thrive.

Please elaborate on the strategic rationale for the Tink acquisition.

Tink is an open banking leader that enables banks, fintechs, and merchants to build data-driven financial services and create better user experiences for their customers. This includes services such as making account-to-account payments, onboarding new customers, making better credit decisions, or creating money management tools.

These services are built upon the data that people hold in their bank account. And by putting consumers in control of access to that data, it opens up a world where businesses can better understand their customers and offer engaging services that meet their needs.

Tink connects to more than 3,400 banks that reach over 250 million bank customers across 18 countries in Europe. Since its creation in 2012, Tink has enabled the pioneers of open banking

and now serves some of the world's largest financial institutions.

Is the Board considering raising the dividend?

The Board most recently increased our quarterly dividend by 20% in October 2022 to $0.45 per share. Visa has a record of annual dividend increases since our 2008 IPO. Each year the company

1 Visa's Zero Liability Policy does not apply to certain commercial card and anonymous prepaid card transactions or transactions not processed by Visa. Cardholders must use care in protecting their card and notify their issuing financial institution immediately of any unauthorized use.

3

targets to return between 20% to 25% of our earnings per share to our shareholders through our dividend.

Is Visa planning on making any changes to share repurchases in light of the new excise tax?

The company and our board regularly review our capital structure and evaluate how to best return capital to our shareholders. With respect to share repurchases and the newly enacted 1% excise tax, we continue to believe that share repurchases provide a tax efficient return of capital to our shareholders.

Can you explain Visa's approach to engagement regarding public policy matters?

Visa is committed to engaging in the political process and policy environment in a manner that reflects balance, responsible corporate citizenship, and best serves the interests of our shareholders, employees, and other stakeholders. We consistently engage with a diverse range of stakeholders in the public policy environment on issues relating to the payments industry. Any contribution we may make to an organization, or candidate for elective office, does not equate to an endorsement of their respective views or positions.

What is Visa's approach to risk management when it comes to the high-brand risk sector, including adult content?

We take the integrity of our network very seriously. We have robust rules and compliance programs in place and deploy a wide variety of tools and resources to protect our network.

Visa generally does not have a direct relationship with merchants. The merchant's relationship sits with the acquiring banks, who bring merchants to the Visa network. All Visa's acquirers are subject to a wide range of requirements under our Rules and compliance programs. Acquirers that support merchants in the "high-risk" area (including adult content) must comply with additional requirements designed to ensure that their merchants are operating in compliance with the law. Furthermore, when acquirers register high risk merchants like adult content sites with Visa, they must attest that they have conducted due diligence on their merchants, the merchants' website(s), and have controls in place to ensure the merchant's transactions are legal and comply with the Visa Rules. With respect to adult content, that means that all transactions on Visa products may only be submitted to the Visa network if all the individuals depicted in the content are of legal age and participating consensually. Finally, we also maintain monitoring and testing protocols to protect the Visa network.

With employees returning to the office, what is Visa's real estate strategy?

Visa has embraced hybrid work for the majority of our employees, which means at least 50% of time spent working in the office. We will continue to observe how our teams use our offices and will adjust our real estate strategy if appropriate.

4

Could you comment on the CEO pay ratio and performance metrics in executive compensation?

Visa's CEO pay ratio for fiscal year 2022 compares favorably and is in line with the ratios of the peer group Visa uses for executive compensation purposes. However, it's difficult to make true comparisons of pay ratios among companies, including companies within the same industry, as companies may have different compensation elements and calculate the ratios using different estimates and methodologies.

We tie a substantial portion of our executives' target annual compensation to the achievement of pre-established financial and non-financial objectives that support our business strategy, with a mix that balances short- and long-term performance goals. In addition to a range of financial, client, and operational goals, our annual incentive scorecard for fiscal year 2022 included goals related to digitally enabling small and microbusinesses, environmental sustainability, employee volunteering, increasing representation of underrepresented employees and women in our workforce, and supporting and enhancing development programs for our employees, among others.

Can you speak to your policy on CEO use of the corporate aircraft?

Visa policy mandates our CEO and Executive Chairman use company-provided private aircraft for all air travel. This requirement is based on an independent security firm's finding of a bona fide business-oriented security concern and recommendation that private aircraft be used for all air travel. For fiscal year 2022, Mr. Kelly was required to reimburse Visa for personal use in excess of $200,000. Effective February 1, 2023, Mr. McInerney and Mr. Kelly are each required to reimburse Visa for personal use in excess of $250,000 per fiscal year. All unreimbursed amounts are disclosed in our proxy statement pursuant to SEC disclosure rules.

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Visa Inc. published this content on 23 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 February 2023 00:10:13 UTC.