Strategy Inc (MSTR)
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AGM 2021

May 26, 2022

Michael Saylor
Chairman and CEO, MicroStrategy Incorporated

Hello. I'd like to welcome everyone to our 2021 Annual Meeting of the Stockholders. For the health and well-being of meeting attendees in light of COVID-19 pandemic, this year's meeting is being held exclusively via live webcast. We hope you're all well. I'd like to start by introducing the Directors that are present at the meeting. We have with us Steve Graham, Jarrod Patten, Les Rechan, and Rick Rickertsen. I'd also like to introduce the Executive Officers who are present at the meeting. We have Phong Le, Ming Shao, and Tim Lang. I'd also like to introduce a representative from WilmerHale, the company's outside counsel. Tom Ward is with us today. I'd also like to introduce the representatives from KPMG. Keith Kessel and Susan Brock are with us today. I'd like to introduce the inspector of election.

Jim Raitt is here with us today from American Election Services.

Ming Shao
Senior EVP, General Counsel, and Secretary, MicroStrategy Incorporated

Thank you, Michael, for those opening remarks. My name is Ming Shao. I'm the General Counsel and Secretary of MicroStrategy. We will conduct the formal part of the meeting shortly. Before we begin the formal part of the meeting, I would like to note certain procedural rules as follows. Recording of any kind is not permitted during any portion of the meeting. Prior to the meeting, stockholders had an opportunity to submit questions and comments pertinent to this year's meeting proposals via the Internet, as set forth in the proxy statement. Questions will not be accepted during the annual meeting this year. After all the proposals have been identified and the polls are declared open, we will share and respond to any questions and comments received that are pertinent to the proposals.

We will spend a maximum of 10 minutes for remarks on any single proposal. As indicated in the notice of annual meeting and accompanying documents that were mailed to stockholders, we are here today to consider four proposals. The polls will open once all the proposals have been read, and I have announced that the polls are open. The polls will remain open until I announce that the polls are closed. No votes, revocations of proxies, or changes to proxies will be accepted after the polls are closed. I will announce the preliminary results of the voting on each matter immediately following tabulation of the voting. We have received an affidavit from Broadridge Financial Solutions, Inc., certifying that the notice of Internet availability, notice of annual meeting, and proxy statement were sent commencing on April 16, 2021 to all stockholders of record as of March 29, 2021.

A copy of this affidavit will be included in the minutes of the meeting. Mr. Raitt has been appointed to act as Inspector of Election and will provide a count of the number of shares present at this meeting in person via this virtual meeting or through representation by proxy. As the count is being confirmed, I will read the four proposals to be voted on at this meeting. The first proposal is the election of Directors. The five nominees for election are Michael J. Saylor, Stephen X. Graham, Jarrod M. Patten, Leslie J. Rechan, and Carl J. Rickertsen. The second proposal is the approval of Amendment No. five to the MicroStrategy Incorporated 2013 Stock Incentive Plan to increase the number of shares of Class A common stock authorized for issuance under such plan from 2,300,000- 2,750,000.

The third proposal is the approval of the MicroStrategy Incorporated 2021 Employee Stock Purchase Plan. The fourth proposal is the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Mr. Raitt, does a quorum for this meeting exist?

Jim Raitt
Inspector of Election, American Election Services

Yes, Mr. Secretary. There are present at this meeting in person or through a representative by proxy at least 5,003,841 shares of Class A common stock and 1,961,668 shares of Class B common stock, constituting 24,620,520 votes out of total of 27,421,818 votes as of this meeting. That is all.

Ming Shao
Senior EVP, General Counsel, and Secretary, MicroStrategy Incorporated

Thank you. The polls are now open. As set forth in the proxy statement, stockholders of record as of the record date had an opportunity to submit questions in advance of this annual meeting. The company did not receive any stockholder questions for this year's meeting. As a reminder, questions will not be accepted during the annual meeting. If there are any stockholders present who either have not submitted a proxy and wish to vote online during the meeting or who have submitted a proxy but wish to revoke their proxy or change their vote, you may do so by clicking the Voting button at the bottom right of your screen. I will pause here for a few moments to give some time to those stockholders who wish to click on the voting button for those purposes. This concludes the business items on the agenda for this annual meeting.

The polls are now closed, and Mr. Raitt will tabulate the votes and report the results of the meeting. Is the Inspector of Election ready with the vote tabulation?

Jim Raitt
Inspector of Election, American Election Services

Yes, I am, Mr. Secretary. I will now report the preliminary tabulation of the voting for each proposal. When I read a percentage figure, it represents the percentage of votes entitled to be cast by the shares present or represented entitled to be voted at this meeting. On proposal one, the election of Directors, at least 20,633,288 votes, or approximately 89.92% have been voted each nominee. Between 797,033 and 2,314,108 votes have been withheld. There were 1,673,125 broker non-votes.

Ming Shao
Senior EVP, General Counsel, and Secretary, MicroStrategy Incorporated

I hereby declare that each of the nominees has been elected as a Director.

Jim Raitt
Inspector of Election, American Election Services

On proposal two, the approval of the amendment number five to MicroStrategy Incorporated 2013 Stock Incentive Plan to increase the number of shares of Class A common stock authorized for issuance under such plan from 2.3 million- 2.75 million. Approximately 22,785,918 votes, or 99.3%, have been voted in favor of the proposal. 153,439 votes or 0.67% have been voted against this proposal. 8,039 votes or 0.03% have abstained. There were 1,673,125 broker non-votes.

Ming Shao
Senior EVP, General Counsel, and Secretary, MicroStrategy Incorporated

I hereby declare that Amendment number five to the MicroStrategy Incorporated 2013 Stock Incentive Plan has been approved.

Jim Raitt
Inspector of Election, American Election Services

On Proposal three, the approval of the MicroStrategy Incorporated 2021 Employee Stock Purchase Plan. Approximately 22,918,929 votes, or 99.88%, have been voted in favor of this proposal. 21,293 votes, or 0.09%, have been voted against this proposal, and 7,174 votes or 0.03% have abstained. There were 1,673,125 broker non-votes.

Ming Shao
Senior EVP, General Counsel, and Secretary, MicroStrategy Incorporated

I hereby declare that the MicroStrategy Incorporated 2021 Employee Stock Purchase Plan has been approved.

Jim Raitt
Inspector of Election, American Election Services

On proposal four, the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Approximately 24,590,700 votes or 99.88% have been voted in favor of this proposal. 17,462 votes or 0.07% have been voted against this proposal. Finally, 12,359 votes or 0.05% have abstained from this proposal. There were no broker non-votes on this item.

Ming Shao
Senior EVP, General Counsel, and Secretary, MicroStrategy Incorporated

I hereby declare that the selection of KPMG LLP has been ratified. There is no further business to be considered at this meeting. The meeting is adjourned.

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