Etsy Mergers and Acquisitions Presentation Deck

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Etsy

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etsy

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Consumer

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June 2021

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#1Etsy to acquire depop Investor Presentation June 2, 2021#2Forward-looking Statements This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include statements relating to our potential addressable market, the potential benefits of the acquisition of Depop, the expected impact of the acquisition of Depop on our future financial performance and the potential impact on our consolidated financial results, the anticipated timing of the closing of the acquisition of Depop, the anticipated impact of applying Etsy's expertise to Depop's business and the potential of Depop's business. 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," "plan," "potential," "target," "will," or similar expressions and 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, among others, the possibility that the conditions to the closing of the acquisition of Depop may not be satisfied or waived or that other events may cause the acquisition to not be completed, the potential impact to the business of Depop or Depop's relationships with its marketplace community due to the announcement of the acquisition, Etsy's ability to successfully integrate the acquisition and execute on its business plan and 'house of brands' model, general economic conditions and other risks and uncertainties, many of which are beyond our control, that 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 March 31, 2021, and in any 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 such risks, readers are cautioned not to place undue reliance on such forward looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this presentation. We disclaim any obligation to update forward-looking statements. This presentation includes a high-level summary of our agreement to acquire Depop. For more information please refer to our press release dated June 2, 2021 and our filings with the SEC. 2#3Overview of Transaction: Etsy to Acquire depop Acquisition of 100% of Depop's share capital in exchange for $1.625 billion consisting primarily of cash, subject to certain adjustments for Depop's working capital, transaction expenses, cash and indebtedness, and certain deferred and unvested equity for Depop management and employees. Terms Structure / Leadership Timing to close Funding Depop will operate as a standalone marketplace run by its existing leadership team Currently expected to close in the third quarter of 2021, subject to satisfaction of customary closing conditions, including antitrust review in the United States and the United Kingdom Etsy has sufficient liquidity to fund the acquisition* *As of March 31, 2021 Etsy had approximately $2.0 billion in total liquidity consisting of $1.8B in cash, cash equivalents and short and long term investments on its balance sheet and an undrawn $200 million revolving credit facility 3#4Depop exhibits strong marketplace financials 2020 GMS $650M >100% Y/Y growth 2020 Revenue $70M >100% Y/Y growth 2020 Take-Rate ~10% We currently expect Depop to be accretive to our top line growth rate and modestly dilutive to Etsy's adjusted EBITDA margin. Depop standalone results as of December 31, 2020. Financials were converted to USD at the year-end prevailing rate of $1.37:1 GBP#5Etsy's marketplace M&A criteria Aligns with Etsy mission, strategy and values Expands our TAM in a large and fast-growing market, category or geography Market leadership, with authentic, organic brand traction Shares our two-sided marketplace business model Well positioned to benefit from Etsy's expertise to accelerate growth and value creation ... Depop is an ideal fit Shares Etsy's DNA, with a parallel growth strategy that highlights sellers' unique merchandise by improving search & discovery, driving human connections, and building marketplace trust Expected to extend Etsy's market opportunity in the high frequency apparel sector, specifically in the fast-growing resale space Deepens our reach into the Gen Z consumer, with differentiated brand strength, strong user engagement and unit economics Peer-to-peer marketplace with similar capital-light operating model and financial characteristics Early stage business that we believe can leverage our proven value creation roadmap to drive further growth and profitability 5#6Depop shares Etsy's DNA, expanding our 'house of brands' that stands for creativity, community and 'special' Etsy Handmade, Vintage, Craft Millennial & Gen X women US, UK, DE, CAN, FR, AUS, IN Reverb Music Recommerce Millennial & Gen X men US, UK, CAN, FR, DE, AUS CEO: David Mandelbrot depop Fashion Recommerce Gen Z UK, US, AUS CEO: Maria Raga 6#7Depop extends our market opportunity further into the high frequency apparel sector... Apparel Homewares & Home Furnishings Beauty & Personal Care Jewelry & Personal Accessories Craft Supplies Paper & Party Supplies SO Etsy's Retail TAM¹ $200 $400 $600 $800 $1.7T 6 core geographies outlined in 2019 Across all relevant retail categories (including fashion/ apparel)¹ Apparel is the single largest category within ecommerce with a $364B TAM growing at a projected 9% CAGR to reach an estimated $543B in 2025² Apparel is widely considered a high frequency category that we believe can build the foundation for customer habituation ¹Sources: Euromonitor (2018), Assoc. for Creative Ind. (Jan 2018), Art Basel (2018), Hiscox (2018), IBIS, Etsy Consumer Survey. Note that India, Etsy's newest core geography, was not included when this TAM was calculated in 2019 2Source: Euromonitor 7#8...specifically in the fast-growing resale space The US second hand market is projected to grow to $64B at a projected CAGR of 39% from 2019-2024¹ $28 $7 $21 2019 US Secondhand Retail Market ($B)¹ $32 $10 $22 2020 $37 $13 $24 2021 Resale $43 $17 $26 2022 Thrift & Donation $51 $23 $28 2023 39% $64 $36 $28 2024 ¹US resale market: ThredUP 2020 Resale report. Resale is defined as a sector of the broader 'secondhand' market that includes more curated product assortments, often well merchandised and/or higher end. These secondhand options are primarily, but not exclusively, online. 8#9Depop is focused on Gen Z: community-led and purpose-driven PORTRAIT SQUARE RAND 9#10Well positioned with generational shifts in self-expression, sustainability and entrepreneurship 1 Self-expression Individual diversity, uniqueness and experimentation 2 Sustainability Elevated social and environmental consciousness and activism 3 Entrepreneurial opportunities Pursuing non-traditional career paths 46% of Gen Z say "self-expression" is very important to them, vs. 37% of Millennials 90% of Gen Z believe firms should address social & environmental issues 50% of Gen Z want to start their own company ¹Source: Depop data All other data sourced from Piper Sandler Investment Research ("Taking Stock With Teens Survey - Fall 2020 Results") Nearly 90% of active users are Gen Z¹ Depop users' age distribution 7% <15 45% 15-18 Gen Z 36% 19-25 8% 26-35 High prompted awareness for the Gen Z demographic¹ 4% Millennials 35+ 1 in 3 16-24 year olds in the UK have downloaded the Depop app The 10th most popular site among all teens in the US by traffic volume 10#11ALOTE Phangaton 211 adida ANG Fake Love 11#12Depop has rapidly scaled its loyal and engaged user base, creating a truly unique fashion digital marketplace Italian beginnings Founded in Milan 2011 2012 2013 Traction 1M registered users 2014 2015 Strategic re-focus Fashion and the influential Gen Z become the heart of the Depop business 2016 2017 ~$1B cumulative GMS "US First" 20M registered users US UK new users 2018 2019 CAGR of nearly 80% from 2017-2020 Accelerated Growth >100% GMS YOY + 9M new users 2020 ~$650M GMS 12#13Depop offers a highly curated, engaging and visual-first selling and buying experience 07:48 App Store Explore QUEEN Itiple sizes Itiple sizes Engaging depop My DNA Multiple sizes $25 Multiple sizes $40 $28 Feed Multiple sizes $20 Edit My DNA Multiple sizes $20 Sellers recommended for you Want even better recommendations? 07:48 1 App Store Explore Intuitive Happy depop My DNA SELLERS TO WATCH The shops you should know about Starstudent's Picks FRESH FROM TODAY New items you'll love, updated daily. Moderi See all Frictionless Build an empire from your bedroom Set up your shop 13#14With differentiated brand strength and user engagement that drives strong organic traffic and unit economics Large and Growing Audience Significant social and transactional engagement Strong economics ¹As of January 2021. MAU is defined as Monthly Active User 2As of December 31, 2020 28M Users¹ 50M Messages sent per month¹ 75% of 2020 GMS was from existing buyers 349% of users who purchased an item in 2019 purchased again in 2020 474% of users who sold an item in 2020 have purchased items on the platform 7M App MAU¹ ~40 Average app sessions per month per MAU¹ 49% Buyers who buy again within 1 year³ 4M / 2M Annual buyers / sellers² 8M Items listed per month¹ 74% Sellers that are also buyers4 14#15Depop shares our capital light marketplace model... Buyers Go-to shopping destinations for unique and special goods More Buyers 7 Invest in the Buyer Experience Ĵ Etsy Reverb depop More Revenue More GMS More Sellers Sellers Helping sellers start, manage and scale their creative businesses 15#16Depop's flywheel is further amplified by its strong content machine Curation, search & discovery strategy More Buyers New & repeat Amplified through Depop brand and acquisition tactics New Users Registrations & browsers 5 depop Flywheel 2 More Sellers New & repeat CRM & Depop Programs Influencer & brand marketing Content Creation Listings (inventory), social media posts (user generated content) Content Sharing / Visibility Across social media, word of mouth, and amplified with Depop social and CRM tools 16#17Just beginning to grow its global community 15-34 population Open to buying or selling 2nd hand online Bought or sold 2nd hand online Source: Depop data and US Census and UK Office for National Statistics for population sizes US total population: 293M 88M ~30% of total US 62M ~70% of 15-34 yo 28M 32% of 15-34 yo ~20x Depop's current buyer base UK total population: 80M 16M ~20% of total Uk 13M ~80% of 15-34 yo 6M 36% of 15-34 yo 17 ….……....…….#18We believe we have a proven playbook for creating value... ● Marketing expertise and spend efficiency Product development discipline and culture Review fair exchange of value, seller services and platform opportunities Improve financial and legal processes critical to managing business growth Support HR practices, diversity, equity & inclusion, key technology platforms Integrate Impact strategies into business Gross Margin 33% Reverb Financial Metrics Q3 2019 53% Q1 2021 GMS per Marketing $ $20 Q3 2019 Reflects Reverb marketplace results as of acquisition date August 15, 2019 Scales for illustrative purposes $27 Q1 2021 18#19Etsy's model has delivered strong Adjusted EBITDA and free cash flow conversion $800 $600 $400 $200 $0 Etsy TTM Adjusted EBITDA ($M) Rapidly scaling profitability $191 1Q20 Y/Y% 17% $302 2Q20 73% $412 3Q20 125% $549 4Q20 195% $678 1Q21 254% Source: Etsy public filings Reconciliation of non-GAAP financial measures is contained in the appendix Etsy Operating Cash Flow & Free Cash Flow ($M) Converting nearly 100% of Operating Cash Flow to FCF $241 $250 $200 $150 $100 $50 $0 $28 1Q20 $220 $183 2Q20 Operating Cash Flow 3Q20 4Q20 Free Cash Flow $145 1Q21 19#20We see similar opportunities to invest in Depop's growth 1 Expose more people to the brand globally 2 Improve customer experiences via product investments 3 Grow value added seller services CHANEL-SU 4 Expand ROI focused marketing strategies and investments 20#21Jeep Commerce Human Our mission matters now more than ever Facilitating human connections through commerce Opportunity to make a positive impact Long runway of growth for Etsy, Reverb and now another ‘speciaľ marketplace - Depop 21#22Q&A#23Appendix#24Financial Results Reconciliation of TTM Net Income to Adj. EBITDA Net income Excluding: Interest and other non-operating expense, net (Benefit) Provision for income taxes Depreciation and amortization Stock-based compensation expense Foreign exchange loss (gain) Acquisition-related expenses Non-ordinary course disputes Loss on extinguishment of debt Adjusted EBITDA 1020 $76,837 16,207 -17,935 53,052 50,124 7,374 4,634 1,164 $191,457 2Q20 $155,039 23,214 -190 57,413 56,012 5,712 4,020 1,164 $302,384 3Q20 $231,999 30,477 3,154 60,359 61,003 5,227 2,677 16,855 $411,751 4Q20 $349,246 34,923 16,463 58,189 65,114 6,522 1,804 16,855 $549,116 1Q21 $480,490 29,275 33,254 56,106 71,654 -10,593 1,087 16,855 $678,128 24#25Financial Results Reconciliation of Operating Cash Flow to Free Cash Flow Free cash flow is considered to be a non-GAAP financial measure. We believe that free cash flow, which measures our ability to generate cash from our business operations, is an important financial measure for use in evaluating Etsy's financial performance. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. We believe it is important to view free cash flow as a measure that provides supplemental information to our Consolidated Statements of Cash Flows. Net cash provided by operating activities Purchases of property and equipment Development of internal-use software Free Cash Flow 1Q20 $29,664 (567) (1,261) $27,836 2Q20 $220,431 358 (782) $220,007 3Q20 $185,194 (179) (1,642) $183,373 4020 $243,667 (1,057) (1,980) $240,630 1Q21 $148,465 (526) (3,226) $144,713 25

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