MBIA Inc. (MBI)
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AGM 2024

May 2, 2024

Operator

Good morning, and welcome to the MBIA Inc annual meeting of shareholders. I would now like to turn the conference over to Bill Fallon, President and CEO of MBIA Incorporated. Please go ahead.

Bill Fallon
President and CEO, MBIA Inc

Good morning. I'm Bill Fallon, President and CEO, and it's my pleasure to welcome you to our 2024 Annual Meeting of Shareholders. I'm joined today by Bill Rizzo, our Co-General Counsel and Corporate Secretary, who will preside over this meeting. It is just after 10 A.M. on Thursday, May 2, 2024, and I now call this meeting to order. On behalf of our directors, officers, and employees, I want to thank you for joining us at our annual meeting of shareholders. We're utilizing a virtual format for our annual meeting to enable universal access and a consistent experience to all shareholders, regardless of location. Following the official items of business, we will answer questions related to today's proxy agenda items. You may ask a question by accessing the Q&A function located on your screen at any time during this meeting.

Now, I will ask Bill Rizzo to conduct the business agenda.

Bill Rizzo
Co-General Counsel and Corporate Secretary, MBIA Inc

Thank you, Bill. We are pleased to be joined today by all six members of our board of directors. Also in attendance on behalf of PricewaterhouseCoopers, LLP, our independent auditing firm, are Ms. Rachel Hutchinson and Ms. Brianna Giarraputo. I would also like to welcome Ms. Tracy Oates, who represents Broadridge and is the Inspector of Elections for this meeting. Turning our attention to today's business, I have received an affidavit from our Inspector of Elections, confirming that the mailing of our annual report, proxy statements, and proxy card commenced on March 22, 2024, to shareholders of record on March 8, 2024. Approximately 82% of the voting power of those shares is represented at this meeting by proxy. Quorum, therefore, is present, and I now declare this meeting official and open for conducting the items on the agenda.

This meeting is governed by Connecticut Corporation Law and the company's bylaws. We have four proposals before us today, as presented in the proxy statement. The first is for the election of directors. All six directors have been nominated and named in the proxy statement for election to a one-year term, expiring at the 2025 annual meeting. They are Ms. Diane L. Dewbrey, Mr. William C. Fallon, Ms. Janice L. Innis-Thompson, Mr. Steven J. Gilbert, Mr. Richard C. Vaughan, and Mr. Theodore Shasta. All are current directors of the company. The second proposal is for shareholders to provide an advisory vote on the compensation of our named executive officers, as disclosed in our proxy statement. This advisory vote on executive compensation is not binding. However, the company's board of directors will take into account the result of the vote when determining future executive compensation arrangements.

The third proposal is for the ratification of the appointment of our independent registered public accounting firm, PricewaterhouseCoopers LLP, for the fiscal year ending December 31, 2024. The fourth and final proposal is for shareholders to vote to approve the amended and restated MBIA Inc Omnibus Incentive Plan. We will now turn our attention to the voting of the shares.

If you have not yet submitted a proxy card and wish to vote on these items or wish to revoke a proxy card you have previously signed, you may vote your shares by accessing the vote function on your screen now. You will need the control number provided on your proxy in order to vote your shares online. We will now pause to allow shareholders to vote. The polls are now officially closed, and I will ask our Inspector of Elections, Ms. Tracy Oates, to announce the results of the voting.

Tracy Oats
Inspector of Elections, Broadridge

Thank you, Bill. With respect to Proposal One, Ms. Diane L. Dewbrey, Mr. William C. Fallon, Ms. Janice L. Innis-Thompson, Mr. Steven J. Gilbert, Mr. Richard C. Vaughan, and Mr. Theodore Shasta have each been elected to serve as a director until the 2025 meeting of shareholders on the company's board of directors. With respect to Proposal Two, shareholders have voted in support of the compensation of the company's named executive officers, as described in MBIA's Proxy Statement. With respect to Proposal Three, shareholders have approved the ratification of the appointment of PricewaterhouseCoopers as the company's independent auditor for 2023. With respect to Proposal Four, shareholders have voted to approve the amended and restated MBIA Inc Omnibus Incentive Plan. I'll now turn the meeting back over to Bill Rizzo.

Bill Rizzo
Co-General Counsel and Corporate Secretary, MBIA Inc

Thank you, Ms. Oates. Before we begin our question-and-answer period, please take a moment to review our Safe Harbor Disclosure Statement, which is now on your screen. There being no other business to attend to, I declare the business portion of the 2024 annual meeting concluded. Bill Fallon will now lead the question-and-answer period.

Bill Fallon
President and CEO, MBIA Inc

Thanks, Bill. If you'd like to ask a question, you may do so now by accessing the Q&A function located on your screen. We'll take questions that relate to the proxy proposals considered for this meeting. If you've any other questions about the company, please include your contact information, and we can respond directly to you after the meeting. We will now pause to allow questions to be submitted. We have received no questions. If at any time you have a question about MBIA Inc that you wish to have answered, please contact Mr. Greg Diamond, Managing Director, Head of Investor Media Relations, at 914-765-3190. I would like to conclude by thanking everyone again for participating in today's meeting and for your continued support of MBIA Inc. The meeting is now adjourned.

Operator

The meeting has now concluded. Thank you for joining. You may disconnect.

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