Shopify Inc. (SHOP) June 16, 2026 Annual General Meeting Transcript

Good morning, everyone. I'm Harley Finkelstein, the president of Shopify. Thank you all for joining us for our annual general meeting of shareholders. As many of you know, Shopify employees work remotely in our digital by design model. So we are pleased that today's meeting will mirror that approach. By using a virtual meeting format, we'll enable all of our shareholders, regardless of where you might be in the world, to participate and to vote. And with that, our annual meeting of shareholders is now open. Mike Johnson, our Corporate Secretary, will act as Chair and Secretary of this meeting. Mike, please take it away.

Thank you, Harley. Good morning. My name is Mike Johnson. I am the Corporate Secretary of Shopify. We will conduct the business portion of our meeting first and answer questions on the proposals at the end of the meeting. We will address questions in accordance with our meeting protocol. Related questions may be grouped, summarized, or answered together, and we will only address questions that are relevant to the proposals being voted on today. Please note that this meeting is being recorded. I would like to point out that the discussion during today's meeting may contain forward-looking statements that are based on assumptions and subject to important risks and uncertainties that could cause actual results to differ materially from those projected. The details of our caution regarding forward-looking statements are on the current slide and can be found in our public disclosures the notice of meeting was mailed to shareholders of record as of april 20th 2026 the matters to be considered at today's meeting are set out in the notice of meeting and management information circular which are also available on the investors section of shopify's website and on cedar plus and edgar we have confirmation from broadridge that all shareholders entitled to vote at this meeting have been sent the notice of meeting a form of proxy, and have received a copy of or been provided access to the Management Information Circular, and that all shareholders entitled to vote at this meeting have been sent Shopify's consolidated financial statements or been provided access to them. We direct that a copy of each of these documents, along with the affidavit of Broadridge Financial Solutions, be kept by the Secretary in the records of the company. Accordingly, I will dispense with the reading of the notice of meeting, and we will now proceed with the business of the meeting. Before turning to the business of the meeting, I'd like to acknowledge the members of our management team and board of directors who are joining us today. PricewaterhouseCoopers LLP, Shopify's auditors, are also in attendance. Also with us today are representatives from Broadridge Financial Services, whom I appoint as the scrutineers of this meeting. Shopify's bylaws provide that a quorum of shareholders is present at a meeting of shareholders if the holders of not less than 25% of the shares entitled to vote at a meeting are present or represented by proxy, irrespective of the number of persons actually present at the meeting. I'm pleased to announce that there are present by proxy a sufficient number of voting shares to constitute a quorum. Accordingly, this meeting is regularly called and properly constituted for the transaction of all business for which it is called. Each Class A subordinate voting share confers upon its holder one vote on all matters before the meeting, and each Class B multiple voting share confers upon its holder 10 votes on all matters before the meeting. The Founders Share provides a variable number of votes that represent, when combined with other voting shares owned or controlled by our CEO, his immediate family and affiliates, not less than 40 percent and not more than 49.9 percent of the aggregate voting power attached to all of Shopify's outstanding voting shares. Further information about the founder share is provided in Section 1, Voting Information of Shopify's Management Information Circular, under the paragraph heading Voting Securities and Principal Shareholders. Approval of the resolutions before this meeting will require the affirmative vote of a majority of the votes cast by shareholders voting together as a single class, present or represented by proxy at this meeting. I am advised by the scrutineers that, based on the preliminary tabulation of proxies received, more than a majority of the votes attached to the shares conferring the right to vote at the meeting will be voted, one, in favor of the election of the director nominees presented in the proxy circular, two, in favor of the reappointment of PricewaterhouseCoopers LLP as auditors of Shopify, three, in favor of the non-binding advisory resolution on Shopify's approach to executive compensation and for against the shareholder proposal all matters will be conducted by online ballot proxy holders and registered shareholders who are attending this meeting and have not previously provided us with their proxies have the ability to vote by online ballot for each item on the agenda the ballots will be open for all resolutions at the same time you may vote on each resolution as it is introduced or at any time before voting is closed Once all items of business have been presented, I will give you a few moments to enter your votes and then declare voting closed on all resolutions. Please keep in mind that if you have already submitted your vote by proxy, submitting an online ballot will revoke and replace your prior vote.

If you have already voted or sent in your proxy, you do not need to take further action.

Management's proxy nominees have voted all proxies appointing them as proxy holders. The casting of the online ballot is sufficient to determine the outcome of all matters put before this meeting notwithstanding the ballot being taken therefore as chair of this meeting for any motion for which i determine that there are enough votes to carry the motion i intend to declare the motion carried rather than delay the business of the meeting to wait for the final tabulation of votes cast the results of the ballot will be included with the minutes of this meeting and will also be filed on cedar plus and edgar the formal scrutineers report will form part of the records of this meeting i now declare the ballots open on all resolutions the first item on the agenda for today's meeting relates to the receipt of shopify's consolidated financial statements for the fiscal year ended december 31 2025 and the related auditor's report the financial statements in the auditor's report were delivered pursuant to notice and access to all shareholders or mailed if requested and were made available on shopify's website and on cedar plus and edgar shareholders have had the opportunity to review the financial statements and the auditor's report. We will include the financial statements and related auditor's report in the minutes of this meeting. Moving on now to the proposals being voted on today. The first proposal is the election of Shopify's directors. Our Management Information Circular sets out the list of 10 nominees for election to the Board of Directors. Each of the nominees has confirmed that he or she is prepared to serve as a director of Shopify and qualifies as a director under Shopify's bylaws. All nominees, with the exception of Gene DeWitt-Grosser, are currently members of our board of directors. The nominees standing for election as directors are the following. Tobias Lutke, Lulu Cheng-Mazurbi, Gene DeWitt-Grosser, David Heinemeier-Henson, Jeremy Levine, Prashant Mahendra-Raja, Joe Natale, Kevin Scott, Toby Shannon, and Fiji Simo. As the company has adopted an advance notice bylaw and no nominations were received under that bylaw, I declare the nominations closed. The affirmative vote required for electing each of the proposed director nominees is a majority of the votes cast by shareholders, voting together as a single class, present or represented by proxy at this meeting. The term of office of the directors will be from today until the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. I now move to elect each of the nominees. Registered shareholders and proxy holders entitled to vote may now access their online ballots. If you have not already voted, please use your online ballot. If you have already submitted your vote by proxy, submitting an online ballot will revoke and replace your prior vote. You may vote for or against in respect of each individual nominee as indicated on the online ballot if you have not already voted please record your votes now the second proposal is the reappointment of pricewaterhouse cooper's llp charter professional accountants as the auditors of shopify to hold office until the next annual meeting of shareholders or until a successor is appointed and that the directors be authorized to fix their remuneration you may vote for or withhold in respect of this motion as indicated on the online ballot.

If you have not already voted, please record your vote now.

We will now move to the third item on the ballot, which is a non-binding advisory resolution on the company's approach to executive compensation. Approval of this resolution will require the affirmative vote of a majority of the votes cast by shareholders, voting together as a single class, present or represented by proxy at this meeting. Since this is an advisory vote, the results will not be binding.

However, we will review the results with the Board and its committees as appropriate.

The text of the advisory resolution is set out on page 24 of the Management Information Circular. You may vote for or against in respect of this motion as indicated on the online ballot. If you have not already voted, please record your vote now. The final item of business is the shareholder proposal submitted by the Shareholder Association for Research and Education on behalf of the Pension Plan of the United Church of Canada. The text of the proposal and the board's response and recommendation are set out on pages 75 to 77 of the Management Information Circular. I now invite the representative from the Shareholder Association for Research and Education to present the proposal.

Good morning, shareholders. My name is Dona Kwa-Makinde. I am a shareholder advocacy specialist at the Shareholder Association for Research and Education, also known as SHARE. I am here today to move the proposal shared filed on behalf of the Pension Plan of the United Church of Canada. The proposal asks Shopify to adopt a policy on the company's responsible use of AI in its business and operations, which will include a commitment to align with internationally recognized standards and respect human rights. Shopify is increasingly deploying generative AI and agentic AI systems from third parties into select products for millions of merchants to use. Studies indicate, however, that these AI systems may exacerbate risk, including harmful content, hallucinations, privacy concerns, misinformation, and fraud. Shopify's publicly disclosed policies and practices are paying sufficient to assure shareholders and merchants that such risks have been adequately identified and addressed. Although Shopify says it has vendor contracts and terms of service in place, mention of those measures alone does not provide transparency into the company's AI risk management and governance controls, which limits shareholders' ability to assess whether Shopify is using AI responsibly in alignment with internationally recognized standards. Additionally, publicly available policies such as Shopify's code of conduct do not reflect commitment to the responsible use of AI. While we appreciate AI expertise on the board and within management, such expertise cannot substitute for a Responsible AI policy. A Responsible AI policy will serve as a foundational enterprise-wide policy that supports Shopify in ensuring Responsible AI use across its operations. Such a policy should be proactively implemented by Shopify before severe controversies for things to AI arise. Notably, Shopify's tiers, including eBay, Adobe, Salesforce, SAP, and ServiceNow, have established response-to-AI policies, guidelines, or frameworks. In the absence of a response-to-AI policy, shareholders cannot adequately evaluate the strengths of Shopify's AI governance and risk oversight mechanisms. As Shopify continues to reverse AI use, a formal response-to-AI policy, aligned with internationally recognized standards, would support Shopify in clarifying expectations around data use, vendor governance, bias mitigation, human oversight, and ongoing monitoring. Your policy will also provide shareholders with greater assurance that Shopify has a risk management system in place to manage AI-related risks, which is insigual to protecting long-term shareholder value. Fellow shareholders, I move the proposal and ask for your support. Thank you.

Thank you. As set out in the Management Information Circular, the Board has considered the proposal and recommends that shareholders vote against it.

For the Board's full position, please see page 76 of the Management Information Circular.

Approval of this resolution requires the affirmative vote of a majority of the votes cast by shareholders, voting together as a single class, present or represented by proxy at this meeting. You may vote for or against in respect of this proposal, as indicated on the online ballot.

If you have not already voted, please record your vote now. For those of you who have not voted on all of the resolutions, please do so now. I will close the polls on all resolutions in a moment. The polls are now closed.

I am advised by the scrutineers that, based on the preliminary tabulation of proxies received, the resolutions for 1. the election of directors, 2. the reappointment of PricewaterhouseCoopers LLP, and 3. the non-binding advisory resolution on Shopify's approach to executive compensation have been approved by the required number of votes cast at the meeting. I therefore declare those motions carried and hereby approved the shareholder proposal has not received the required numbers of votes cast at the meeting therefore the proposal is defeated this concludes all matters before the meeting and i now declare this annual meeting closed thank you to everyone who joined us this morning we will now turn to the question and answer portion of the meeting thank you mike and good morning everyone my name is shane kleinstein head of investor relations for shopify and I will be moderating the Q&A portion of the meeting.

Please type in your questions in the Ask a Question box of the control panel on the meeting website. We will address questions in accordance with our meeting protocol and relevant to the business of the meeting. For questions read out loud, they may be grouped, summarized, or answered together, and we will only address questions that are relevant to the proposals being voted on today. I will now pause to review and prepare any questions we have received. As a reminder, we are only addressing questions that are relevant to the meeting proposals. to the extent we receive questions of an individual nature on other matters we will review and respond after the meeting as appropriate we have received no questions specifically related to the business of the meeting and we are now concluding the question and answer portion of this meeting on behalf of management our board of directors and everyone at Shopify I'd like to thank everyone for joining us today we look forward to next year's meeting that

concludes today's meeting thank you all for joining and you may now disconnect Everyone, have a great day.