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December 2009

Equity Incentive Plan

2009 © Skype. Commercially confidential

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DisclaimerNo representations or warranties (expressed or implied) in relation to Skype (the “Company”) are made in this presentation, or any other written or oral statement provided. Only those representations and warranties which are made in any definitive agreement, which will not contain any representations, warranties or undertakings as to this presentation, shall have any legal effect.

Neither the issue of this presentation nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of the Company or to enter into any financing transaction with the Company or any persons holding securities of the Company and no information set out in this presentation or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in, or advance any finance to, it.

This presentation (together with any further information) is supplied to you on the condition that it is kept strictly confidential and shall not be passed on to any other person or reproduced in whole or part and shall be returned along with any other copies at any time at the request of Skype.

This presentation should not be considered as a recommendation to acquire any securities of the Company or to enter into any financing transaction with the Company or any person holding securities of the Company. Recipients are recommended to seek their own financial and other advice and should rely solely on their own judgment, review and analysis in evaluation the Company, its business and affairs.

THIS PRESENTATION IS CONFIDENTIAL AND IT, OR ANY INFORMATION CONTAINED HEREIN, MAY NOT BE PUBLISHED, REPRODUCED OR REDISTRIBUTED, DIRECTLY OR INDIRECTLY, TO ANY OTHER PARTIES. BY RECEIVING THE CONFIDENTIAL INFORMATION YOU ARE DEEMED TO AGREE THAT YOU WILL KEEP THE CONFIDENTIAL INFORMATION CONTAINED HEREIN AND YOU ACKNOWLEDGE THAT IRREPARABLE HARM MAY BE CAUSED BY YOUR FAILURE TO DO SO.

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Program Overview

The objectives of the Equity Incentive Program (EIP) are:– Enable employees to share meaningfully in the future capital appreciation of Skype– Provide incentives for employees to contribute to operational and financial performance– Align interests of employees and shareholders

The EIP will allow employees to participate in the value creation from the transaction:– New option pool of equity at closing, including a reserve for new hires– Option grants will include time vested options and performance options vesting upon

achievement of investor return thresholds

Individual grants are being awarded on a discretionary basis reflecting seniority, critical business impact, skill set, performance and future potential

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Skype EIP vs. Public Company RSU Awards

Significantly higher potential upside

Illiquid security in the short term

Value of award directly tied to Skype performance

Direct alignment of interests with investor group

Skype EIP Awards Public Company RSU Awards

Generally lower potential upside

Liquid security once vested

Subsidiary growth trajectory often has limited impact, particularly if subsidiary is considered non-core

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Investment ThesisSkype holds a leading position in a very large market and has a strong growth outlook

$1.7T global telephony market, $75B International Long Distance (“ILD”) calling segment

Strong consumer demand for feature rich services (e.g. video)

VoIP leader with 6 year track record Widespread adoption, accounting for

more than 8% of all international call volume

Free/ low-price offering Network effect from 100M connected

users Low customer acquisition cost Strong brand

Low capital intensity Prepayment business model Attractive cash tax rate

Large Global Market

Opportunity

Established Position

Highly Competitive

Offering

Attractive Cash Flow

Profile

One of the fastest growing Internet companies in history

Increasing activity among connected users ad strong user growth momentum

Opportunity to increase growth in core business

– Broad appeal leaves ample growth runway; addressable market is growing, due to increasing broadband penetration and communications market transition from hardware to software

– Significant room to increase revenue per customer and to improve customer retention

Opportunity to grow revenue from new businesses including SME, Mobile and Advertising

StrongGrowth

Momentum

Attractive Business Model Strong Growth Outlook

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2009 Achievements2009 has been a year of extraordinary achievement as we positioned the company for future growth

Maintained rapid growth trajectory (operationally and financially)

Scaled organization in terms of headcount and capabilities

Completed sale transaction to investor consortium

Re-established Skype as a standalone company

Settled Joltid lawsuit and removed litigation overhand

Scenario analysis:

Downside Case: 3.9x current strike price

Base Case: 5.5x current strike price

Upside Case: 8x current strike price

Example: what this means for an employee:

Employee grant (example): [100] optionsStrike Price (same for everyone): $255 per share

Value in Year 5:

Downside Case: $255 x 3.9 x 100 = $99,840 - $25,500 = $73,950Base Case: $255 x 5.5 x 100 = $140,800 - $25,500 = $114,750

Upside Case: $255 x 8.0 x 100 = $201,600 – $25,500 = $178,5007

Illustrative EIP Award Value

Stock Value

Less strike price

Option Value

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Key Terms

EIP grants will include time and performance vesting options

– Time options vest over 5 years (20% after one year, monthly thereafter)

– Performance options vest based on “multiple of money” (“MoM”) return achieved by new equity investors (excluding eBay)

Exercise Price: Same as SLP paid for Skype equity ($255 per share)

“Good Leaver”: someone who gets fired without “Cause”

Gets the fair-market value of their currently vested options

“Bad Leaver”: someone who resigns, or is fired for “Cause”

Skype buys back their options at the lower of fair-market value or strike price

This provision lapses post-IPO

Monthly vesting after 1-year, not annual vesting (like the eBay RSUs)

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Next Steps

Individual EIP stock option grant letters to be distributed before year end 2009 together with EIP summary Q&A

[Follow up EIP information sessions with management and HR team to be scheduled in early 2010]

Detailed EIP agreements to be finalized and as soon as practicable in early 2010