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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 for the fourth quarter of 2023 and underlying assumptions, including our long-term Adjusted EBITDA margin target and expectation of Adjusted EBITDA margin headwinds from subsidiaries; the pressure on the Etsy marketplace from external factors and green shoots in our performance; our ability to disrupt buyer perceptions and to deliver a significantly improved shopping experience; our ability to show a far more diverse and compelling set of ideas to our buyers; our belief that we are holding share gains and that our investments are making a difference for buyers and sellers; our ability to earn more buyer consideration and market share by highlighting quality merchandise in a more organized and curated way, including by improving on-site and off-site experiences and improving quality, value and reliability; our ability to navigate the consumer discretionary spending environment; our ability to fuel future growth; our opportunity to “own” gifting; our opportunity to gain meaningful share in all of our top categories and beyond, and be a net share gainer in e-commerce; our plans to increase investments in performance marketing; and our expectation to finish just shy of being a “rule of 40” company. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “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) the level of demand for our services or products sold in our marketplaces, (2) the importance to our success of the trustworthiness of our marketplaces and our ability to attract and retain active and engaged communities of buyers and sellers; (3) the fluctuation of our quarterly operating results; (4) our failure to meet our publicly announced guidance or other expectations; (5) if we or our third-party providers are unable to protect against technology vulnerabilities, service interruptions, security breaches, or other cyber incidents; (6) our dependence on continued and unimpeded access to third-party services, platforms, and infrastructure; (7) macroeconomic events that are outside of our control; (8) operational and compliance risks related to our payments systems; (9) our ability to recruit and retain employees; (10) our ability to compete effectively; (11) our ability to enhance our current offerings and develop new offerings to respond to the changing needs of sellers and buyers; (12) our ability to demonstrate progress against our environmental, social, and governance Impact strategy; (13) our efforts to expand internationally; (14) acquisitions that may prove unsuccessful or divert management attention; (15) regulation in the area of privacy and protection of user data; and (16) litigation and regulatory matters, including intellectual property claims. 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, 2023, 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.

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Governance

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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 of Directors (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 director tenure. For a more complete description of our corporate governance practices, please refer to our Proxy Statement for the 2023 Annual Meeting of Stockholders (“Proxy Statement”) to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022.

In 2022, we continued to evolve our corporate governance practices, amending our bylaws to provide that a stockholder, or a group of up to 20 stockholders, owning at least three percent of the voting power of Etsy's outstanding capital stock continuously for at least three years, may nominate and include director nominees in Etsy’s annual meeting proxy materials (commonly referred to as a “proxy access bylaw”), subject to certain limitations and requirements specified in the Bylaws.

We also strengthened our commitment to diversity on our Board of Directors, updating our Policies and Procedures for Director Candidates to require any initial list of director candidates considered by the Nominating and Corporate Governance Committee to include at least two qualified candidates with diversity of race, ethnicity or gender.

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. In 2022, we expanded the scope of our integrated ESG reporting to include Depop more broadly and to include Elo7 in our Gender and Age metrics for the first time. We are also taking steps to improve our analysis and disclosure of human rights concerns, including publishing our Modern Slavery Statement and engaging with a human rights consultant to develop a roadmap to further improve our internal policies and processes to identify and address potential human rights risks.

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Risk Oversight & Management

One of the key functions of our Board of Directors is to provide informed oversight of our risk management processes. While management is responsible for day-to-day management of the material risks we face, our Board of Directors is responsible 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 of Directors. The Risk Steering Committee also periodically considers areas of new or evolving risks and works to understand risk analyses and establish appropriate mitigation plans.

Corporate Governance Documents

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