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AGM 2021

Jun 1, 2021

Operator

Good morning, and welcome to the GoPro 2021 Annual Meeting of Stockholders. Please note that this event is an audio-only webcast. I would now like to turn the conference over to Nicholas Woodman. Mr. Woodman, please go ahead.

Nicholas Woodman
CEO and Chairman, GoPro

Good morning, everyone. Thanks for joining GoPro's 2021 Annual Meeting of Stockholders. I'm Nicholas Woodman, Chief Executive Officer and Chairman of GoPro. I will act as the Chairman of this Annual Meeting and now call the meeting to order. At this time, I'd like to introduce our General Counsel and Corporate Secretary, Eve Saltman.

Eve Saltman
Chief Legal Officer, GoPro

Thanks, Nick. The polls are now open. We will have a brief question-and-answer session following the conclusion of the formal portion of this meeting, where we will address your GoPro business-related questions. We will do our best to respond to the questions received and the time permitted. Please note that stockholders who desire to ask a question may do so by presenting the question in writing where indicated on the webcast portal for this meeting. Please note that this meeting is being recorded. However, no one attending by the webcast is permitted to use any audio recording device. Here is today's agenda. We will first focus on the formal business set out in our proxy statement, and then, after this formal portion of the meeting has concluded, we will then answer appropriate questions submitted by stockholders.

Let me start by introducing the members of our Board of Directors who are on the current slate and who are on the call today. They are Nicholas Woodman, Tyrone Ahmad-Taylor, Kenneth Goldman, Peter Gotcher, James Lanzone, Alexander Lurie, Susan L. Taylor, Frederic B. Welts, and Lauren Zalaznick. The other officers of GoPro present, in addition to Mr. Woodman and myself, are Brian McGee, our CFO and COO, and Chris Clark, our Vice President of Corporate Communications. I would also like to introduce two others who are in attendance at today's meeting: David Charles of PricewaterhouseCoopers LLP, our independent registered public accounting firm. He will be available during the Q&A session after the meeting to respond to appropriate questions. Jim Rait of Broadridge Financial Services, who will act as the Inspector of Election for this meeting and tabulate results of the voting. Mr.

Rait has executed the oath of Inspector of Election. I will act as Secretary of this Annual Meeting and keep the minutes. Let's now turn to the formal business of this meeting. The proposals to be considered at this meeting are described in our proxy statement dated April 20th, 2021, and I will review these in a few minutes. First, I will report on the notice for this meeting. Our Board of Directors fixed April 8th, 2021, as the record date for determining the stockholders entitled to vote at this meeting. The affidavit of Broadridge Financial Services attests that a notice of internet availability of proxy materials and the proxy statement for the 2021 Annual Meeting was mailed on or about April 20th, 2021, to all of GoPro's stockholders of record determined as of the close of business on the record date.

The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing a stockholder, and that list will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found in the footer section of the meeting website. The list of stockholders shows that as of the record date, there were 125,244,940 shares of our Class A Common Stock and 28,485,046 shares of our Class B Common Stock outstanding and entitled to vote at this meeting, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to 10 votes.

I'm advised by the Inspector of Election that the holders of Class A Common Stock and Class B Common Stock of our outstanding common shares entitled to vote at this meeting are present or represented by proxy here today, and a quorum is therefore present. This meeting is therefore authorized to transact business. Now I'll present the matters to be voted upon. As stated in the notice of this Annual Meeting and our proxy statement, the first item of business is to elect nine directors, each to serve until the next meeting of stockholders following this meeting and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The director nominees are Nicholas Woodman, Tyrone Ahmad-Taylor, Kenneth Goldman, Peter Gotcher, James Lanzone, Alexander Lurie, Susan L. Taylor, Frederic B. Welts, and Lauren Zalaznick.

No other director nominees have been properly submitted for election pursuant to our bylaws. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each of the nominated directors. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for the election of each of the nominated directors, which motion is seconded by proxy. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board of Directors recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP. As Secretary of this Annual Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy.

The third item of business is to approve on a non-binding basis the resolution approving the frequency of future advisory votes on the compensation of our named executive officers, as disclosed in the proxy statement. The Board of Directors recommends a vote on a non-binding basis of the resolution to hold future advisory votes on executive compensation every one year under this Proposal Number 3. That concludes the discussion of the proposals. As noted earlier, the polls opened at the start of this meeting and will remain open for the next minute. The voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking on the Vote Here button on the webcast portal and following the instructions there.

Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We expect to leave the polls open for approximately another 30 seconds to allow further voting. Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Annual Meeting of Stockholders of GoPro closed. We have the preliminary voting results. Directors elected pursuant to Proposal 1 are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, which means that the nine nominees receiving the highest number of affirmative votes will be elected to the Board of Directors.

Based on preliminary results as tabulated by the Inspector of Election, Nicholas Woodman, Tyrone Ahmad-Taylor, Kenneth Goldman, Peter Gotcher, James Lanzone, Alexander Lurie, Susan L. Taylor, Frederic B. Welts, and Lauren Zalaznick are the nine nominees on the ballot who received the highest number of affirmative votes cast, and therefore each nominee has been elected to the Board of Directors. The vote required to approve Proposal 2 is the number of votes for the proposal exceeds the number of votes against the proposal. Based on preliminary results as tabulated by the Inspector of Election, the proposal to ratify the appointment of PricewaterhouseCoopers LLP has been approved by the number of votes for the proposal exceeding the number of votes against the proposal.

The vote required to approve one of the three options presented in Proposal 3 is a plurality of the voting power present in person or represented by proxy at this meeting and entitled to vote on Proposal 3. Based on results as tabulated by the Inspector of Election, the proposal to hold future advisory votes on executive compensation every one year has been approved by the highest number of the votes cast. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission in a current report on a Form 8-K within four business days. This concludes the formal part of our meeting. The Annual Meeting is now adjourned, and we will move to the Q&A, which will be facilitated by Chris Clark.

Before I hand it off to Chris, I'd like to take a moment to note that our discussion today may include forward-looking statements regarding future events and the future financial performance of the company. Our actual results may differ materially from those projected in these statements. Please consult our filings with the Securities and Exchange Commission for discussion of factors that may cause our actual results to differ from those projected in these forward-looking statements, including those risk factors under the caption Risk Factors in our quarterly report on Form 10-Q filed with the SEC on May 6, 2021. In addition, any forward-looking statements that we make today are based on assumptions as of this date. We undertake no obligation to update these statements as a result of new information or events. Now, here's Chris.

Nicholas Woodman
CEO and Chairman, GoPro

Thanks, Eve. We will now move to Q&A.

Chris Clark
Vice President of Corporate Communications, GoPro

With us for the Q&A, in addition to Nick and myself, are Brian McGee, our CFO and COO, Eve Saltman, our Chief Legal Officer and Corporate Secretary, members of the Board of Directors, and Mr. Charles from PricewaterhouseCoopers. Please give us a moment to see if we have GoPro business-related questions. We now conclude the question-and-answer part of the meeting. If you have questions, please feel free to write GoPro's Investor Relations Department at 455 Echols Avenue, South San Francisco, California 94080, attention Investor Relations, or visit our Investor Relations page of the GoPro website. Now I'll hand the call back over to Nick.

Nicholas Woodman
CEO and Chairman, GoPro

Thank you all for attending our Annual Meeting of Stockholders and for your continued support of GoPro. We appreciate the opportunity to hear from you and look forward to reporting on our progress. This is Team GoPro signing off.

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