QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING
Street Name HoldersIf your shares of common stock are held in street name (see Question 5
above) and you do not provide your signed and dated voting instruction form to your broker, bank or other nominee, your shares may be voted by your broker, bank or other nominee but only under certain circumstances. Specifically, under
applicable rules, shares held in the name of your broker, bank or other nominee may be voted by your broker, bank or other nominee on certain routine matters if you do not provide voting instructions.
The proposal to approve the 2016 Equity Plan is not considered routine under applicable rules, so your broker, bank or other nominee
cannot vote your shares on these proposals unless you provide to the broker, bank or other nominee voting instructions for these matters. If you do not provide voting instructions on a non-routine matter, your shares of common stock will not be
voted on the matter, which is referred to as a broker non-vote. It is, therefore, important that you vote your shares.
ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Abstentions and broker non-votes will not be counted as votes cast and will not affect the outcome of the vote at the Special Meeting.
HOW CAN I REVOKE A PROXY?
The enclosed proxy is solicited on behalf of the Board of Directors and is revocable at any time prior to the voting of the proxy, by the filing of an
instrument revoking it, or a duly executed proxy bearing a later date, with our Secretary, addressed to our principal executive offices at 2 Bethesda Metro Center, 12th Floor, Bethesda, Maryland
20814. In the event that you attend the Special Meeting, you may revoke your proxy and cast your vote personally at the meeting.
WHO WILL PAY THE COST OF THIS PROXY SOLICITATION?
We will bear the cost of soliciting proxies on the accompanying form. In addition to the use of mail, our officers and employees may solicit proxies by
telephone or facsimile. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding our proxy materials to beneficial owners of our common stock.
HOW DO I OBTAIN ADMISSION TO THE SPECIAL MEETING?
If you wish to attend the Special Meeting in person, we request that you register in advance with our Investor Relations department either by email at
IR@AGNC.com or by telephone at (301) 968-9300. Attendance at the Special Meeting will be limited to persons presenting proof of stock ownership on the record date and picture identification. If you hold shares directly in your
name as the stockholder of record, proof of ownership could include a copy of your account statement or a copy of your stock certificate(s). If you hold shares through an intermediary, such as a broker, bank or other nominee, proof of stock
ownership could include a proxy from your broker, bank or other nominee or a copy of your brokerage or bank account statement.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE SPECIAL MEETING?
In order for us to conduct the Special Meeting, holders representing a majority of our outstanding shares of common stock entitled to vote as of the close of
business on October 24, 2016 must be present in person or by proxy at the meeting. This is referred to as a quorum. Your shares are counted as present at the Special Meeting if you attend the meeting and vote in person or if you properly return a
proxy by internet, telephone or mail.
Abstentions will be considered present for the purpose of determining whether a quorum is present.