EBAY · eBay Inc.

eBay Inc.'s Board of Directors unanimously rejected GameStop Corp.'s unsolicited, non-binding acquisition proposal, determining it neither credible nor attractive based on a comprehensive evaluation supported by independent financial and legal advisors. Key concerns included uncertainty surrounding GameStop's financing, despite the attached TD Securities highly confident letter expressing confidence in raising up to $20.0 billion in funded debt, subject to numerous conditions such as investment grade ratings, due diligence, projections, and no material adverse changes. The Board highlighted potential negative impacts on eBay's long-term growth, profitability, increased leverage, operational risks, and issues with GameStop's governance and executive incentives. eBay underscored its resilient business model, recent strategic enhancements to its global marketplace, consistent capital returns to shareholders, and positioning under current management to drive sustainable value. By publicly disclosing the TD Letter—omitted by GameStop from its disclosures—eBay provides transparency to investors on the proposal's financing claims, reinforcing the Board's view that eBay's standalone path offers superior value creation amid the proposal's significant risks and uncertainties.