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AGM 2014

Jun 10, 2014

David Gennarelli
Director of Investor Relations, Autodesk

Hey, welcome, thank you for joining Autodesk Annual Meeting of Stockholders. I'm Dave Gennarelli, Director of Investor Relations. Our General Counsel, Pascal Di Fronzo, will lead us through the results of this year's proposals as voted on by our shareholders. Then our CFO, Mark Hawkins, will give an overview of Autodesk. As a reminder, this meeting is being webcast live and will be available for replay later today. With that, I'll turn it over to Pascal.

Pascal Di Fronzo
Senior Vice President, General Counsel, and Secretary, Autodesk

Thank you, Dave. I also would like to welcome you to Autodesk 2014 Annual Meeting of Stockholders. As Dave mentioned, I'm Pascal Di Fronzo, Senior Vice President, General Counsel, and Corporate Secretary. I'll be conducting the formal business portion of the meeting today. Before we get started, I'd like to introduce our Board of Directors present with us here today. They are Carl Bass, Crawford Beveridge, Hal Dawson, Tom Georgens, Rick Hill, Mary McDowell, Lorrie Norrington, Betsy Rafael, Stacy Smith, and Steve West. I'd like to thank the Board for their service during this past year. Now that we've finished the introductions, I call the meeting to order. I have proof by affidavit from Broadridge Financial Solutions that notice of this meeting has been duly given and that a proxy statement and proxy card have been furnished or made available to all stockholders of record as of April 11, 2014.

As the Inspector of Election, I have signed an oath of office. The affidavit of mailing and the oath of Inspector of Election will be filed with the minutes of this meeting. We have been informed by Broadridge that we have present in person and by proxy, a sufficient number of shares to constitute a quorum. I can tell you that the meeting is duly constituted. We will vote by proxy ballot today. If you have already turned in a proxy, it is not necessary to vote now because we will count your proxy. If you did not turn in a proxy, or if you wish to change your vote, please raise your hand now so that we may give you a written ballot to use for voting. We will collect these ballots at the end of the voting portion of the meeting.

It is now 2:35 P.M. on June 10, 2014. The polls for each matter to be voted on at this meeting are now open. The first item of formal business is the election of 10 directors to serve until next year's annual meeting. The persons named in the proxy statement have been nominated to serve as directors of the company for the ensuing year. They are Carl Bass, Crawford Beveridge, Hal Dawson, Tom Georgens, Rick Hill, Mary McDowell, Lorrie Norrington, Betsy Rafael, Stacy Smith, and Steve West. Those of you who are voting should mark your ballots now. The next item of formal business is to ratify the appointment of the firm of Ernst & Young as Autodesk's independent registered public accounting firm for the fiscal year ending January 31, 2015. Those of you who are voting should mark your ballots now.

The next item of business is to hold a non-binding vote to approve the compensation of Autodesk named executive officers. Those of you who are voting should mark your ballots now. The next item of business is to approve the Autodesk Executive Incentive Plan as amended pursuant to Section 162 of the Internal Revenue Code. Those of you who are voting should mark your ballots now. If you have voted today, please raise your hand so that we may collect your ballot and have it recorded by the Inspector of Election. It is now 2:36 P.M. on June 10, 2014, and the polls for each matter to be voted on at this meeting are now closed.

Based upon all the proxies and ballots received prior to the commencement of the meeting and subject to final adjustment of the numbers for any ballots collected here today, I can tell you that all 10 of the directors have been reelected to the board of directors to serve until the company's 2015 annual meeting of stockholders. The appointment of Ernst & Young as the company's independent registered public accounting firm for the current fiscal year has been ratified. The non-binding vote regarding compensation of the company's named executive officers has been approved. The amendment of the Autodesk Executive Incentive Plan pursuant to 162 of the Internal Revenue Code has been approved. This concludes the formal business of the meeting. We will now adjourn the formal portion of this annual meeting of stockholders.