PROPOSAL 1: APPROVAL OF THE AGNC INVESTMENT CORP. 2016 EQUITY AND
INCENTIVE COMPENSATION PLAN
that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the 2016 Equity Plan, under circumstances further
described in the 2016 Equity Plan, but will not count against the aggregate share limit or other 2016 Equity Plan limits described above.
Limited Share Recycling Provisions
If any award granted under the 2016 Equity Plan is cancelled or forfeited, expires or is settled for cash (in whole or in
part), the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, or cash settlement, again be available under the 2016 Equity Plan. The following shares of Common Stock issued in connection
with SARs or options will not be added (or added back, as applicable) to the aggregate share limit under the 2016 Equity Plan: (1) shares withheld by us, tendered or otherwise used in payment of an options exercise price;
(2) shares withheld by us, tendered or otherwise used to satisfy tax withholding obligations with respect to options or SARs; and (3) shares that are repurchased by us with stock option proceeds. Further, all shares of Common Stock covered
by SARs that are exercised and settled in shares, whether or not all shares of Common Stock covered by the SARs are actually issued to the participant upon exercise, will count against the aggregate number of shares available under the 2016 Equity
Plan. If a participant elects to give up the right to receive compensation in exchange for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate limit under the 2016 Equity Plan.
Double-Trigger Change of Control
The 2016 Equity Plan includes double-trigger acceleration provisions with respect to the vesting of awards in
connection with a change of control of the Company.
No Repricing Without Stockholder Approval
The repricing of options and SARs (outside of certain corporate transactions or adjustment events described in
the 2016 Equity Plan), including the cancellation of underwater options and SARs in exchange for other awards or cash, is prohibited without stockholder approval under the 2016 Equity Plan.
Summary of Material Terms of the 2016 Equity Plan
The 2016 Equity Plan will generally be administered by the Compensation Committee (or its successor), or any other committee of
the Board of Directors designated by the Board of Directors to administer the 2016 Equity Plan. References to the Committee in this Proposal 1 refer to the Compensation Committee or such other committee designated by the Board of
Directors, as applicable. The Committee may from time to time delegate all or any part of its authority under the 2016 Equity Plan to any subcommittee thereof. Any interpretation, construction and determination by the Committee of any provision of
the 2016 Equity Plan, or of any agreement, notification or document evidencing the grant of awards under the 2016 Equity Plan, will be final and conclusive. To the maximum extent permitted by applicable law, the Committee may delegate to one or more
of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Committee may by resolution and as permitted by law, subject to certain
restrictions set forth in the 2016 Equity Plan, authorize one or more officers of the Company to (1) designate employees to be recipients of awards under the 2016 Equity Plan, and (2) determine the size of such awards. However, the
Committee may not delegate such responsibilities to officers for awards granted to officers, directors or certain employees who are subject to the reporting requirements of Section 16 of the Exchange Act or subject to Section 162(m) of the Code.
INVESTMENT CORP. Proxy Statement 9