Disclaimer

This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include statements relating to our financial guidance, key drivers thereof and underlying assumptions; the global macroeconomic uncertainty and volatility, including the impacts general market, political, economic, and business conditions may have on our business, strategy, or operating results; uncertainty regarding and changes in the overall levels of consumer spending and e-commerce generally; our levers for GMS growth and our plans for investments in our marketplaces and in our member support programs; the potential impact of our strategic, marketing and product initiatives; the anticipated return on our investments and their ability to drive growth; and the impact and duration of the reopening headwinds and stabilization of COVID-19 driven economic trends. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,” “could,” “enable,” “estimate,” “expect,” “goal,” “intend,” “may,” “outlook,” “plan,” “potential,” “target,” “will,” or similar expressions and derivative forms and/or the negatives of those words.

Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include: (1) our ability to manage our recent growth and sustained demand for our services; (2) risks related to the COVID-19 pandemic, which continues to impact our business and results of operations in numerous volatile and unpredictable ways, as well as risks the e-commerce gains experienced during the COVID-19 pandemic do not hold as the pandemic abates; (3) the fluctuation of our quarterly operating results; (4) our failure to meet our publicly announced guidance or other expectations; (5) our ability to successfully execute on our business strategy or if our strategy proves to be ineffective; (6) our ability to attract and retain active and engaged communities of sellers and buyers; (7) macroeconomic events that are outside of our control; (8) our ability to recruit and retain employees; (9) the importance to our success of the trustworthiness of our marketplaces and the connections within our communities; (10) our ability to enhance our current offerings and develop new offerings to respond to the changing needs of sellers and buyers; (11) the effectiveness of our marketing efforts; (12) the effectiveness of our mobile solutions for sellers and buyers; (13) our ability to expand our business in our core geographic markets; (14) regulation in the area of privacy and protection of user data; (15) our dependence on third-party payment providers; (16) our ability to successfully integrate the Depop and Elo7 acquisitions and execute on our “House of Brands” strategy; (17) acquisitions that may prove unsuccessful or divert management attention; and (18) the potential misuse or disclosure of sensitive information about members of our communities and the potential for cyber-attacks. These and other risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission, including in the section entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur.

Forward-looking statements represent our beliefs and assumptions only as of the date hereof. We disclaim any obligation to update forward-looking statements.

Governance

Through our governance approach, we cultivate a culture of ethics and accountability.

At Etsy, we believe that how we govern ourselves is a reflection of who we are and the way in which we create value for stakeholders stems from the values we hold as a company.

Good governance gives us a framework for responsibility, accountability and trustworthiness. It helps us align our day-to-day decisions with the world we want to see. And most importantly, it guides our journey towards building a future-fit company in line with our mission to Keep Commerce Human.

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Responsible Marketplace Practices

The trustworthiness of our marketplaces and the connections among our buyer and seller communities are the cornerstones of Etsy’s business.

To read more about our marketplace practices and policies please visit Our House of Rules section of Etsy.com

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Thoughtful Corporate Governance

Our corporate governance practices include an independent Board Chair, a fully independent Board (except for our CEO), independent Committee members, sophisticated and fully engaged directors with different areas of relative expertise and additional dimensions of diversity, and a balanced distribution of Board tenure, including two new directors appointed in 2021.

Integrated ESG Reporting

We strive to continue to innovate and evolve our ESG disclosures to hold ourselves accountable and transparently engage with all of our stakeholders. Since 2018, we’ve shared our ESG metrics alongside our financial results in our Integrated Annual Report. This practice is intended to ensure that we’re transparent about and accountable for progress against our environmental and social goals.

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Risk Oversight & Management

One of the key functions of our Board is to provide informed oversight of our risk management processes. While management is responsible for day-to-day management of material risks we face, our Board maintains ultimate responsibility for risk oversight.

Since 2019, Etsy has had a Risk Steering Committee, which consists of a cross-functional management team that meets regularly to review and discuss the significant risks facing Etsy. Periodic reports on material risk are provided to the full Board. The Risk Steering Committee also periodically considers areas of new or evolving risks and works to understand risk analyses and establish appropriate mitigation plans.

In addition, after first reporting our Task Force on Climate Related Finance Disclosure response in 2020, we continued to assess how to enhance our processes around climate risk in 2021. Our climate scenario analysis includes climate risk and informs our TCFD disclosure, and we cascade relevant climate risk updates to the Risk Steering Committee.

Corporate Governance Documents

Etsy's governance documents, including our code of conduct, governance guidelines, committee charters, certificate of incorporation and bylaws, are below.