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AGM 2025

Jun 3, 2025

John Kim
Assistant Corporate Secretary, General Motors

Welcome to General Motors' 2025 Annual Meeting of Shareholders. I am John Kim, Assistant Corporate Secretary. Joining me today are Mary Barra, Chair and CEO, and Grant Dixton, Executive Vice President, Chief Legal and Public Policy Officer, and Corporate Secretary. Grant has been designated to conduct the business portion of our meeting and will serve as the meeting secretary. Following adjournment, Mary will provide business remarks and answer questions from shareholders. The agenda, along with the rules of conduct, are available for download by clicking the links on the bottom of your screen. During today's meeting, management may make forward-looking statements about our business. These statements are subject to risks and uncertainties that could cause our actual results to differ materially. These risks and uncertainties include factors identified in our SEC filings with the SEC.

Please review the safe harbor statement in the rules of conduct, as the content of today's meeting will be governed by this language. If we discuss non-GAAP financial measures in today's presentations, a reconciliation to the most directly comparable GAAP measure is provided in our SEC filings, which are available on our website at investor.gm.com. We are committed to holding an annual meeting that allows for a respectful exchange of information that's useful to everyone. We appreciate your cooperation in making this happen. I will now turn it over to Grant.

Grant Dixton
EVP, Chief Legal and Public Policy Officer, and Corporate Secretary, General Motors

Thank you, John. Let me first acknowledge that each of the board nominees has joined the meeting today. Also attending the meeting are members of GM's senior leadership team, representatives of our independent auditor, Ernst & Young LLP, and Peter Descovich of Broadridge Financial Solutions, who will serve as the inspector of elections. I now call the 2025 Annual Meeting of Shareholders to order. I would like to remind you of certain procedural matters related to today's meeting. First, the meeting is being held pursuant to a notice dated April 22, 2025. On or about that date, each shareholder of record as of the close of business on April 4, 2025, was sent either a notice of internet availability of proxy materials or the proxy materials themselves. An affidavit of mailing these materials has been filed with the company's records.

Second, based on information from the inspector of elections, a majority of GM's outstanding common stock is represented at the meeting in person or by proxy. Accordingly, we have the required quorum to proceed with the meeting. Third, the polls are open for voting online during the meeting. All shareholders entitled to vote at this meeting may do so by clicking the Vote Here button at the bottom of your screen. The polls will remain open until we have concluded the official portion of the meeting. The meeting agenda lists all items of business to be considered, including the election of directors. On behalf of the board, I now move these items of business and nominate the board's nominees for election. Mary Barra, who acts as proxy for all shares that have been voted thus far, seconds this motion.

Since the items of business and nominations have been moved and seconded, and the requirements for holding today's meeting have been met, I declare that the meeting has been duly convened and may be adjourned at any time if necessary. Now, as the agenda outlines, we have five items of business on the ballot for today's meeting. The first item of business is the election of 11 directors. Each year, shareholders elect directors to serve for the coming year or until their resignations or their successors are elected. The board's director succession and refreshment strategy is designed to ensure that your directors bring diverse viewpoints, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders.

On the ballot this year are the following nominees: Mary Barra, Chair and Chief Executive Officer of General Motors; Pat Russo, Chair of Hewlett Packard Enterprise and our independent lead director; Wes Bush, retired Chairman of Northrop Grumman; Joanne Crevoiserat, Chief Executive Officer of Tapestry Incorporated; Joe Jimenez, Co-Founder and Managing Director of Aditum Bio; Al Kelly, retired Chief Executive Officer and Chairman of Visa Inc.; Jonathan McNeil, Co-Founder and Chief Executive Officer of DVX Ventures; Jamie Misick, Senior Advisor of Lazard Geopolitical Advisory; Mark Tatum, Deputy Commissioner and Chief Operating Officer of the National Basketball Association; Jan Tighe, Vice Admiral, U.S. Navy, retired; Devin Wenig, Co-Founder and CEO of Symbolic.ai. Your board recommends a vote for each of the director nominees. The second item of business is a proposal to ratify the Audit Committee's selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2025.

You can read more about this proposal, including the audit fees and services and the Audit Committee's pre-approval policies and procedures, in our proxy statement. Your board recommends a vote for this proposal. The third item of business is an advisory vote on the compensation of our named executive officers. You can read more about the compensation of these individuals and our compensation programs in our proxy statement. Your board recommends a vote for this proposal. The fourth item of business is a proposal to approve the amended and restated certificate of incorporation. You can read more about this proposal in our proxy statement. Your board recommends a vote for this proposal. Item five on our agenda is a shareholder proposal requesting the company issue a report on supply chain GHG emissions and reduction strategies.

I understand that a representative with Green Century Capital Management has provided prerecorded remarks, which we will now play.

Annie Sanders
Representative, Green Century Capital Management

My name is Annie Sanders, and I'm representing Green Century Capital Management as the sponsor of proposal number five. In its 2023 sustainability report entitled Journey to Zero, GM sets out a vision of a world with zero crashes, zero emissions, and zero congestion. While the company has committed to achieving carbon neutrality in global products and operations by 2040, in line with this zero emissions vision, it does not disclose a target or comprehensive plans to mitigate supply chain emissions, which represent 16% of its contribution to climate change. In effect, this proposal asks GM to fully include supply chain emissions in its plans to mitigate climate risk. A comprehensive climate transition plan describes the strategies, milestones, and timelines for a company to deliver on its decarbonization targets, including progress reporting, all of which are as necessary for GM's supply chain as they are for its other emissions sources.

GM has taken some important steps that will reduce supply chain emissions. It invites tier one suppliers to commit to carbon neutrality for Scope 1 and 2 emissions relevant to products or services they provide GM, and the company is committed to procure 10% low carbon steel and aluminum by 2030. However, GM is yet to disclose results of these initiatives or incorporate such steps into a supply chain emissions reduction plan that charts a path to its zero emissions ambition. With companies such as Volkswagen and BMW disclosing supply chain climate emissions reduction targets and plans, and additional companies including Mercedes, Volvo, and Porsche locking in supply of near-zero steel and other low carbon supply chain materials, GM faces competitive risks, particularly in Europe.

To meet its zero emissions ambition, GM will need to significantly scale up procurement of near-zero steel and low carbon aluminum from its current target of 10% by 2030. Given constrained supply of these materials, disclosure of a clear plan and related actions could signal demand, lock in supply of scarce resources, and minimize supply chain disruption. Disclosing plans to reduce supply chain emissions in line with its zero emissions ambition will help assure investors that GM has a plan to address associated supply chain, competitive, and regulatory risks in line with investor expectations. We therefore urge a for vote on proposal number five. Thank you.

Grant Dixton
EVP, Chief Legal and Public Policy Officer, and Corporate Secretary, General Motors

Thank you. For the reasons indicated in our proxy statement, the board recommends that shareholders vote against this proposal. This concludes the items of business to be considered at today's meeting. As a reminder, if you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so now by clicking the Vote Here button at the bottom right corner of your screen. In a few minutes, we will adjourn the official portion of the meeting and begin the business presentation and question-and-answer session. Before we do so, I will provide an attendance report and a preliminary report of voting. Now for the preliminary report of voting results, which is based on a tabulation of proxies received prior to the start of this meeting by the inspector of elections.

Following today's meeting, the inspector of elections will tabulate any votes cast during the meeting and certify and provide final voting results. We will report the final voting results when available in a filing with the U.S. Securities and Exchange Commission. Based on the preliminary report provided by the inspector of elections, for the first item of business, the election of directors, all of the company's director nominees have been elected. For the second item of business, ratification of the Audit Committee's selection of Ernst & Young as the company's independent registered public accounting firm for 2025, the proposal is approved. For the third item of business, an advisory vote on the compensation of the named executive officers identified in the company's proxy statement, the proposal is approved. For the fourth item of business, approval of the company's amended and restated certificate of incorporation, the proposal is approved.

For the fifth item of business, the shareholder proposal requesting the company issue a report on supply chain GHG emissions reduction strategies, the proposal is not approved. As mentioned, we will provide the final voting results when available on our investor relations website and in a filing with the SEC. This concludes the official portion of the meeting, and I now declare the polls for voting closed and the official portion of the meeting adjourned. I will now review the process for the question-and-answer session that will follow our formal portion of the meeting and Mary's business presentation. If you are a shareholder entitled to vote, you may submit a question at any time during the meeting by typing it into the Ask a Question field on your screen and clicking Submit.

Alternatively, you can call 1-877-328-2502 once we announce that the question-and-answer session has opened and press Star 1 to be placed in the queue. I repeat, that number is 1-877-328-2502. We will answer a selection of written questions submitted online as well as field live questions from the phone. We will now turn to Mary's business update, and then we will open the meeting for Shareholder Q&A.

Mary Barra
Chair and CEO, General Motors

Thanks, Grant, and let me welcome everyone to the 2025 GM Annual Meeting of Shareholders. Before I share a few thoughts about our company's strategy and performance, I want to thank two members of the board who are not standing for reelection this year, Linda Gooden and Tom Schoewe. We are grateful for Linda and Tom's many contributions to GM, particularly their respective leadership roles with the Risk and Cybersecurity Committee and the Audit Committee. Because of their counsel, support, and leadership, GM is a stronger, more resilient company that is positioned to succeed in the long term. Tom and Linda, it's been a pleasure to work with both of you. You'll be missed, and we wish you the best. Thank you also to my fellow shareholders for reelecting the board's 11 nominees.

Let me formally welcome Al Kelly to the board, who joined last fall and was elected for the first time by shareholders. It's a top priority of the board and its governance committee to ensure that GM has a board that is comprised of directors who bring different viewpoints, possess a variety of skills, and effectively represent the long-term interests of our shareholders. Al joined as part of this comprehensive refreshment and recruitment process. His excellent strategic instincts and unique experience with technological change at a global company have already helped our board to think more broadly about the complex business issues we face. You have our commitment that this board will work tirelessly to help refine the company's strategy and continue to create shareholder value. Since our last annual meeting, I'm happy to report that GM's business is fundamentally strong as we adapt to the new trade policy environment.

Our careful execution is driving sales and market share growth with consistently lower incentives, lower inventory, and solid margins. I'm very proud of our employees, our dealers, and our suppliers for their hard work. GM had an outstanding 2024, including a more than 9% increase in revenue year over year to $187 billion and record EBIT adjusted of $14.9 billion. We also successfully launched a number of exciting vehicles across our profitable ICE portfolio and growing EV business, further strengthening what we believe is the best product portfolio in the industry. As we scaled EV production, we became the number two seller of EVs in North America in the second half of the year and were continuing our momentum on EV profitability improvement.

We were also able to allocate capital in a balanced and consistent manner, and I'm happy to report that shareholder returns outperformed key competitors as well as the S&P 500 index last year. Further, the board approved an increase to the quarterly dividend earlier this year, the second increase in three years. Still, the beginning of 2025 has presented a unique environment. We're appreciative to President Trump for his support of the U.S. auto industry and for taking the time to understand the importance of companies like GM to communities across the country and the complexity of what it takes to be successful in this capital-intensive and highly competitive global industry. We're working together to strengthen and grow American manufacturing. Over the last several years, we have been preparing for shifts in global trade policy by strengthening our U.S. manufacturing capability and supply chains.

We continue to focus on agile execution and innovation, and we're taking steps to ensure that we stay aligned with the strong consumer demand for our ICE vehicles and the evolving regulatory environment around vehicle emissions, while also responsibly growing our EV business aligned to the needs of our customers. The results so far are promising, and the momentum is broad-based. Let me share just a few examples. We have some of the best and most successful EVs on the market today. On our first quarter earnings call, we reported that Chevrolet has become the fastest-growing EV brand. Our redesigned ICE SUVs are hits as well, including the Chevrolet Equinox, Traverse, and Tahoe. Customers love their design, performance, and value. Cadillac is also excelling and gained ICE and EV market share both year over year and sequentially from Q4.

The Cadillac Escalade had its best-ever first quarter thanks to a combination of the new gas-powered model and the all-electric IQ. Motor Trend said that the Escalade IQ may be the best luxury machine Cadillac has ever built, which speaks volumes about design, performance, technology, and everything we're delivering in that vehicle. These results are a byproduct of our strong management, and I'm excited to welcome Sterling Anderson to our leadership team. He started yesterday. Sterling will lead our product teams and report to Mark Reuss, our President. He brings decades of experience in automotive engineering, tech startups, and software innovation. Sterling will help accelerate the pace of our progress, and he shares our passion and vision for beautifully designed, high-performing, and technology-forward vehicles. We have a lot of work to do this year, and we believe the team is well-positioned to deliver strong results.

Before we turn to the Q&A portion of the meeting, I would like to acknowledge that we only had one shareholder proposal on this ballot this year, fewest in almost 10 years. With regards to the shareholder proposal on greenhouse gas emissions in the supply chain, as Grant reported, the vast majority of our shareholders rejected it. To the shareholder that submitted that proposal and its representative, Green Century, I have asked our legal team to introduce you to Cassandra Garber, our new Chief Sustainability Officer. I will conclude by emphasizing what I tell our employees. If we manage what's under our control and thoughtfully plan for the future, then we will succeed because of our teamwork, our great vehicles, and our industry-leading customer loyalty. Thank you for your confidence in GM.

John Kim
Assistant Corporate Secretary, General Motors

Thanks, Mary. We will now open up the meeting for questions from shareholders. As a reminder, during today's question-and-answer session, we will be taking a mix of written questions submitted through the virtual meeting portal and live questions over the phone if any are on the line. Where multiple questions cover the same or similar topics, we will provide a single question and answer to avoid repetition. We'll start things off with a written question that we received through the virtual meeting platform. The first shareholder asked about the board's succession process and whether it has the right mix of AI expertise to provide effective strategic oversight.

Mary Barra
Chair and CEO, General Motors

Thank you for that question. The board's governance committee discusses a five-year succession plan each time it meets, and the board will continue to consider and recruit new directors based on the company's strategic needs. It is also important the board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities GM is facing now and in the future. As for the board's skill sets, we believe that each of our board members possess a broad range of skills, qualifications, and attributes. With regards to AI specifically, we currently have a wealth of technical expertise on our board, including Devin Wenig, who is running an AI startup company.

John Kim
Assistant Corporate Secretary, General Motors

Thanks, Mary. Let's take another question submitted online via the virtual meeting platform. A shareholder asked if there are any plans to include Apple CarPlay in the next generation of EVs.

Mary Barra
Chair and CEO, General Motors

Thank you for that question. At GM, we're dedicated to providing a holistic infotainment system that is better than the limitations that are available today on phone-based solutions. We want to do this for all of our vehicles. Specifically, with our EVs, the built-in infotainment system ensures that the hardware and software work together. That means you use voice to play music, reply to text, get Super Cruise and range-based directions, and also adjust the AC all in one place. We are working hard to create an environment where the infotainment system is an integral part of the vehicle's functionality, and our system designed and operated by GM ensures seamless integration, offering customers unparalleled choice, access, and customization. This approach allows us to fully integrate the vehicle experience, providing a cohesive and immersive experience that external devices alone cannot match.

John Kim
Assistant Corporate Secretary, General Motors

Thanks, Mary. Next question came in through the platform during the meeting. I'll read it verbatim. For many years, General Motors has played a vital role in supporting local nonprofits, helping them deliver essential programs in education, skilled trades training, healthcare, and economic equity, particularly in communities where GM operates and holds substantial market share. In recent years, this support has been significantly reduced. Could you please share GM's plans to restore and ideally expand its commitment to these critical community initiatives that have long been a cornerstone of the company's legacy and social responsibility?

Mary Barra
Chair and CEO, General Motors

Thank you for the question. GM has actually increased our corporate giving, but really focused our giving on two main areas: road safety and STEAM education. We also do invest in what we can from a Detroit perspective that aligns with these two goals, as well as the economic development of our hometown, Detroit. We feel by focusing our efforts and really being able to have an impact in a couple of strategic areas allows us to have a much greater impact for the dollars that we donate. Thank you for the question.

John Kim
Assistant Corporate Secretary, General Motors

Thanks, Mary. I have another live one that came in. This is from James. During last year's meeting, I requested that an annual shareholder day be considered for the GM Heritage Museum. I have proposed this because the museum limits entrance to only large groups. That makes it impossible for someone like me, a longtime shareholder and GM vehicle owner since 1967, to view this fantastic collection. At the last year, Mary stated that the museum was closed for relocation, and when this was complete, she would consider my request. My question for this year is the same. May I and others like me have the opportunity to see the museum?

Mary Barra
Chair and CEO, General Motors

First of all, I love your passion for General Motors history and the phenomenal vehicles that are in the Heritage Center. The project that we are working on will not be complete until the end of 2026, and we will, at that point in time, determine what is the best way to allow others to see the collection. I will take your specific request as it relates to allowing shareholders to see General Motors history and heritage as we make those decisions next year.

John Kim
Assistant Corporate Secretary, General Motors

Awesome. Thanks, Mary. We have time for one more question that we've received through the virtual meeting platform. One shareholder asked whether GM has plans for a seven-passenger SUV plug-in hybrid, noting a lot of people are looking for this type of vehicle to bridge the gap to full electric. They specifically asked for a Chevy Tahoe or GMC Yukon that could go 50-75 mi on a charge before switching to the gas engine.

Mary Barra
Chair and CEO, General Motors

Thank you for that question. GM currently has a great portfolio that offers customers choice at various price points for both EVs and gas-powered vehicles. Customers are responding as we continue to outperform our competitors and grow our sales. You may want to consider the three-row Cadillac Vistiq, which is an all-electric, seats seven, and has more than 300 miles of range. I think for most use cases, that will do well. You specifically asked around hybrids. We are continuing to develop plug-in hybrids in a few strategic segments, which will give us flexibility to adjust to changing customer demands and regulations. While I have nothing to share today, please stay tuned for news on the EVs, and I really encourage you to check out the Cadillac Vistiq.

John Kim
Assistant Corporate Secretary, General Motors

All right. Thanks, Mary. That is all the time we have for questions. Thank you to all who joined us today and for your questions. We appreciate the continued support of and investment in General Motors. Have a great day.

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