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AGM 2025

May 13, 2025

Operator

Good morning, ladies and gentlemen, and welcome to the 2025 Annual Shareholder Meeting of 3M Company. Now I will turn the meeting over to Mr. Kevin Rhodes, Corporate Secretary of 3M. Mr. Rhodes?

Kevin Rhodes
EVP, Chief Legal Affairs Officer, and Secretary, 3M Company

Thank you. Good morning, everyone, and welcome to the 2025 Annual Shareholder Meeting of 3M Company. I'm Kevin Rhodes, Executive Vice President, Chief Legal Affairs Officer, and Secretary. With me today are Bill Brown, Chairman of the Board of Directors and Chief Executive Officer, and Chinmay Trivedi, our Senior Vice President of Investor Relations and Financial Planning and Analysis. Let me begin with a few opening remarks, and then I will turn the meeting over to Bill. First, in the unlikely event we lose audio or webcast connection, please stand by and allow us time to resolve the issue and resume the meeting, or otherwise we will provide an update about the meeting. If a technical disruption prevents us from continuing the meeting while the polls are open, unless the Chairman otherwise elects, the polls will be closed immediately.

Once the polls are closed, votes received prior to the time the polls were closed will be counted, the meeting will not be reconvened, and the final voting results will be announced later this week. Next, please note that during today's meeting we may make certain predictive statements that reflect our current views about 3M's future performance and financial results. These statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Please refer to our most recent Form 10-Q for the most important risk factors that could cause actual results to differ from our predictions. The forward-looking statements are also included in today's meeting agenda that is linked at the bottom of the webcast screen. Finally, shareholders may submit questions electronically during the meeting by typing your question into the Q&A box located at the bottom of the webcast screen.

Shareholders also have had the opportunity to submit questions via the proxy vote website in advance of the meeting. We will respond to questions following the business-related items in accordance with the procedural rules. We also intend to address questions pertinent to the meeting that are not answered today, either by directly responding to the submitter or by posting answers online on our Investor Relations website. Now let me turn it over to Bill.

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

Thank you, Kevin, and good morning, everyone. Welcome to 3M's Annual Meeting of Shareholders. Kevin advises me that we have a quorum for this meeting and that all shareholders of record have been sent a notice of this meeting. On the record date of March 18, 2025, there were approximately 539 million shares of common stock issued and outstanding. Over 82% of those shareholders present are represented here today either online or by proxy. Therefore, I call this meeting to order. It is approximately 8:35 A.M. Central Daylight Time on May 13, 2025, and the polls on all proposals set forth in our Notice of Annual Meeting and Proxy Statement are now open. To vote, click on Vote here at the bottom of the webcast screen. We have three business items for today, which Kevin will conduct.

Following the business items, we'll address shareholder questions that comply with our procedural rules. It is now my privilege to introduce our Board of Directors. All 11 director nominees are attending today's meeting through this live webcast: Dave Bozeman, President and CEO of C.H. Robinson; Tony Brown, retired Group Vice President, Global Purchasing of Ford Motor Company; Audrey Choi, retired Chief Sustainability Officer, Morgan Stanley; Anne Chow, retired CEO, AT&T Business; Dave Dillon, retired Chairman and CEO of the Kroger Company; Jim Fitterling, Chairman and CEO of Dow; Susan Kereere, President, Global Markets, PayPal; Gregg Page, retired Chairman and CEO, Cargill; Pedro Pizarro, President and CEO, Edison International; and Tom Sweet, retired CFO, Dell Technologies. I would like to take this opportunity to recognize and thank Mike Roman and Amy Hood for their contributions to 3M and its Board of Directors.

I wish Mike and Amy all the best in their future endeavors. I'll now turn the program back over to Kevin.

Kevin Rhodes
EVP, Chief Legal Affairs Officer, and Secretary, 3M Company

Thank you, Bill. Please note that both the meeting agenda and the rules of conduct and procedures are posted and linked at the bottom of the webcast screen under Meeting Materials. Our Board has appointed Broadridge Financial Solutions to act as the inspector of election to the meeting. PricewaterhouseCoopers, our independent auditors, are also attending today's meeting through this live webcast. The Board of Directors is presenting three proposals, all of which are described in the proxy statement. Under the company's bylaws, the only matters properly before our shareholders today are those set forth in the Notice of Annual Meeting and Proxy Statement. No other items of business will be considered at the meeting. The first proposal is to elect 11 directors for a one-year term that expires at the 2026 Annual Meeting. Information regarding the nominees is included in the proxy statement.

All nominees are standing for reelection, except for Dave Bozeman, who joined our board in February 2025 and is standing for election for the first time. The second proposal is to ratify the Audit Committee's appointment of PricewaterhouseCoopers as 3M's independent registered public accounting firm for 2025. The third proposal is to approve, on an advisory basis, our named executive officer compensation as described in the proxy statement. The board recommends a vote for each nominee and for each of the other two proposals. This concludes the review of the business matters to be voted on today. If you have not already voted your shares, including by submitting your proxy prior to the meeting, or if you wish to change your vote, you may do so by clicking on Vote here at the bottom of the webcast screen. It is now approximately 8:37 A.M.

on May 13, 2025, and the polls are now closed. I will now turn the meeting back over to Bill.

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

Thank you, Kevin. I've been advised that the ballots have been counted and, subject to a final tabulation, I can give you the preliminary results provided by the inspector of election. Our shareholders have voted to elect all Board nominees for a one-year term with support ranging from 93% to 99%. Our shareholders have voted to ratify PricewaterhouseCoopers as 3M's independent public accounting firm for 2025 with 94% support. Our shareholders have voted on an advisory basis in support of the executive compensation proposal in our proxy statement with 90% support. The final results will become part of the record of the meeting and will be reported in the Form 8-K. All business items have been completed, and the annual meeting is now adjourned. Before I turn things over to Chinmay to manage the Q&A, let me make a few opening comments.

I'm proud of what the 3M team has accomplished since last year's annual meeting. We've made progress in a dynamic macro environment by controlling what we can control and by remaining focused on executing our three key priorities: driving sustained top-line organic growth, improving operational performance across the enterprise, and effectively deploying capital. Our performance culture is starting to take hold across 3M. I also wanted to take a moment to address the legal settlement with the state of New Jersey we announced yesterday. This settlement fully resolves all legacy PFAS claims by the state related to a manufacturing facility located there that was owned and operated by DuPont and its successor, and that we supplied until 2001.

In this settlement, we also took the opportunity to resolve statewide risk and uncertainty in New Jersey by settling PFAS claims that the state has or might in the future have against 3M. The agreement provides finality and certainty for these statewide claims without further litigation. This agreement is another important step towards reducing risk and uncertainty on legacy legal issues, allowing us to maintain focus on our strategic priorities and the future. We have a solid game plan, we’re executing well, and we remain focused on long-term value creation for shareholders. With that, I'll turn it over to Chinmay for the Q&A.

Chinmay Trivedi
SVP of Investor Relations and Financial Planning and Analysis, 3M Company

Thank you, Bill. We will now address shareholder questions received in advance of the meeting and during the meeting. We refer you to our meeting procedural rules for information on permissible questions. Bill, we received several questions on 3M's growth strategy. What are your plans to reinvigorate growth?

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

Thank you for your question. Top-line growth is one of the three strategic priorities for the company and has two components. One is reigniting the innovation engine, and the second is driving commercial excellence. We are focused on revitalizing innovation to reverse the decline in new product introductions and new product sales. We are seeing early momentum with 169 products launched last year, up 32% over 2023. We launched 62 in the first quarter, and we are on track to launch 215 this year, which is up 30% over 2024. The second lever is increasing sales of existing products through commercial excellence, which includes improving execution at the customer interface, tightening governance on pricing, capturing cross-selling opportunities, and delivering on time and in full every time for customers. These two levers, along with strategic investments and portfolio adjustments, position the company to outperform the macro, as we discussed at our investor day in February.

Again, thank you for the question.

Chinmay Trivedi
SVP of Investor Relations and Financial Planning and Analysis, 3M Company

Bill, we also received questions about director and executive compensation and changes in our incentive structure. Could you talk through how you are thinking about the company's compensation philosophy?

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

As we detailed in the proxy, our exec comp is overseen by the independent Compensation and Talent Committee of the board, and director comp is overseen by the Nomination and Governance Committee. Both committees review compensation based on rigorous external benchmarking of peer companies that's completed by our independent comp consultant, F. W. Cook. For exec comp, we're looking to drive a performance culture in the company that starts with having the best talent on the team, setting clear performance expectations, tying incentives to priorities, and then paying based on company and individual performance. Our board considers shareholder perspectives and the results of annual say-on-pay advisory votes when they review 3M's exec comp program. In this past year, we engaged extensively with investors and made several changes to the design of our comp plan as a result of their feedback and their input.

We align compensation with the long-term interest of shareholders, and we're pleased with the strong support we receive from shareholders, as indicated by the preliminary vote results we just announced today.

Chinmay Trivedi
SVP of Investor Relations and Financial Planning and Analysis, 3M Company

Bill, lastly, we have received questions regarding 3M's board. Can you share with us your views about 3M's board?

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

Sure. We have a very strong board. It's talented, a lot of dedicated leaders, all very accomplished in their own right, with breadth and balance across backgrounds, expertise, experiences, viewpoints. We regularly evaluate the mix of skills on the board against what's needed for the future success of 3M. It's a standard process that's led by our nom and gov committee, and we add directors and make adjustments as needed to ensure that we have the right leaders around the table. Since 2021, eight of our 11 directors are new to the board, with Dave Bozeman being the most recent addition. I think this breadth of skills and experiences and tenure allows the board to effectively carry out its oversight, risk management, and governance roles while adapting to the future opportunities and challenges facing the company.

Chinmay Trivedi
SVP of Investor Relations and Financial Planning and Analysis, 3M Company

That concludes the question and answer portion of our meeting.

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

I think we have one question that just came in very quickly, which I'll take.

Chinmay Trivedi
SVP of Investor Relations and Financial Planning and Analysis, 3M Company

I apologize for that. The question reads, "Please assess the impact of tariffs on 3M sales with China.

Bill Brown
Chairman of the Board of Directors and CEO, 3M Company

Okay. It's late-breaking news. We saw the announcements come out very recently on a new deal between the U.S. and China, which we think is favorable to 3M. I take you back to the first quarter earnings release a few weeks back. We spoke about gross impact, tariff impact on the company of $850 million. $675 million was due to China-U.S. trade flows, $175 million from all other. That's gross before mitigation. The 2019 impact was estimated to be $0.60 per share, again, before mitigation, or $0.20-$0.40 per share after mitigation. Again, this was held as a sensitivity against the guidance we provided to investors. The news on China is new. We've not taken the opportunity to provide any updated guidance to investors on that sensitivity, and we'll consider doing that as we learn more and assess the impact. Thanks very much for that question.

It's a very dynamic situation, but I think the team is managing it very, very well. Thank you.

Chinmay Trivedi
SVP of Investor Relations and Financial Planning and Analysis, 3M Company

Okay. With that, we conclude the Q&A portion of our meeting and today's webcast. Thank you very much, everyone, for joining us, and have a good day.

Operator

Thank you, ladies and gentlemen. This concludes the 2025 Annual Shareholder Meeting of 3M Company. Goodbye.

The host has ended this call. Goodbye.

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