2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 298 The Long-Term View: A Conversation with Mary Barra, Tim Solso, and Pat Russo General Motors’ Chairman and CEO, Mary Barra, Independent Lead Director, Tim Solso, and Governance and Corporate Responsibility (“Governance”) Committee Chair, Pat Russo, discuss the Board’s approach to driving long- term shareholder value and the importance of meaningful shareholder engagement. They also explain why GM’s Board has the right mix of expertise, talent, and diversity to actively oversee the execution of GM’s strategy in this time of rapid industry change. MARY T. BARRA Chairman & CEO THEODORE M. SOLSO Independent Lead Director PATRICIA F. RUSSO Governance Committee Chair How do you validate whether you are doing the right things for shareholders? Delivering value now and building for the future? MARY: We have shared our strategy to transform GM, which is about driving excellence in our core business, while defining a future for mobility. We believe the best way to validate whether our approach is creating shareholder value is to deliver exceptional business results today while investing to lead in the future. By refocusing our finite resources during the past several years – including actions to either improve or exit underperforming businesses and to invest our capital in higher-return opportunities – we have achieved results that speak for themselves: three consecutive years of record financial performance. We have also made significant investments in technology and innovation that have positioned GM as a leader in the future of personal mobility. This view is shared by third parties like Navigant Research, which ranked GM as the leader in autonomous vehicle technology, ahead of 18 technology and automotive competitors. What’s next? What steps are you taking to increase shareholder value? MARY: We are a focused, more disciplined company. We will continue to transform our core business, invest in key technologies that are enabling us to lead in the future of personal mobility, and deploy capital to higher-return opportunities. In 2017, GM announced its vision for a world with zero crashes, zero emissions, and zero congestion. We are developing the technologies that will create this future, blending global insights with local market expertise as the automotive industry transforms from traditional manufacturing to transportation services. The strong foundation and the increased flexibility we have created will enable us to take further actions – operational, financial, and technological – that we believe will deliver increased value for our shareholders. The automobile industry is undergoing a period of profound change. How does the Board position GM to emerge as a leader? TIM: The industry is changing quickly. Staying ahead means you have to be open to new ideas and invite input that challenges you with different thinking and perspectives. Our shareholder engagement process is an effective channel for the Board to hear these perspectives. Directors frequently meet with shareholders and can then bring shareholder views into the boardroom. During 2017, members of the Board met in person with shareholders representing approximately 25% of our outstanding common stock. We also invite large, long-term investors in GM and sell-side research analysts to meet with the full Board to share their unfiltered views on an annual basis. Shareholder engagement is invaluable because it gives us a first- hand perspective on what is important to our shareholders as we make strategic, financial, and operational decisions. Using this approach, the Board has worked closely with management in recent years as it executed a number of key strategic actions to transform our core business and lead in the future of personal mobility. These included the decision to exit unprofitable markets, such as Europe and South and East Africa, in favor of higher-return opportunities that include growing the Cruise Automation team and acquiring LiDAR provider Strobe, Inc. to accelerate GM’s leadership in self-driving vehicle technology. G E N E R A L M O T O R S 2018 PROXY STATEMENT i Total of 02 pages in section GENERAL MOTORS