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SEC Filings

AGNC INVESTMENT CORP. filed this Form DEFA14A on 04/09/2019
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AGNC is Unique Among Comparative Public Companies AGNC’s internal management structure, agency MBS investment focus and scale are significant differentiators relative to other public companies AGNC Comparator Group for Compensation Program Design None of these companies is an exact match; 6 Internally-managed publicly-traded mortgage REITs closest comparables are private companies; and the Compensation Committee has used this Publicly-traded asset management companies and comparator group only for purposes of plan 12 non-bank financial services companies design Key Factors Driving Peer Group Construction Challenges Size and scale: Of 20 residential mortgage REITs, we are the second largest. Only AGNC’s closest peers in seven are internally managed (and thus fully disclose compensation information), size and scale, Annaly and and we are by far the largest internally managed REIT New Residential, are both externally managed and Income source: Asset management firms generate income from management do not fully disclose fees charged to clients, while AGNC generates income primarily from investments executive remuneration in mortgage securities — Our performance (e.g. return on assets, invested capital, or equity) differs AGNC is over 2.5x larger materially from asset management firms as a result of larger asset base and than the next largest significant leverage and hedging activities inherent in our business model internally managed residential mortgage REIT1 Private company peers: The Compensation Committee takes into account that our CEO also serves as our CIO and acts as our portfolio manager; the most comparable positions are hedge fund managers, senior members of Wall Street trading desks, and portfolio managers of large funds whose pay is not public and is routinely very high 1Based upon market capitalization as of December 31, 2018. 9

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