Microsoft to Expand Board of Directors

Charles H. Noski

Dr. Helmut Panke

REDMOND, Wash., Sept. 18, 2003 — Microsoft Corp. today announced that its board of directors has decided to increase its size from eight to 10 members and is proposing two new members for election by shareholders at their annual meeting in November. The board has nominated unanimously BMW Bayerische Motoren Werke AG Chairman of the board of management, Dr. Helmut Panke, 57, and former AT & T Vice Chairman, Charles H. Noski, 51. The board has also nominated for re-election the eight directors that are currently serving.

Dr. Panke has been with BMW Bayerische Motoren Werke AG since 1982 in a variety of positions and, since May 2002, serves as chairman of the board of management.

“As our first director from outside the United States, Helmut will bring a valuable global perspective to our board,” said Bill Gates, Microsoft chairman and chief software architect. “His experience as chairman of one of Europe’s most successful companies will be invaluable.”

“The economic relations between the United States and Europe have always been of particular importance for our countries,” Panke said. “I am honored that I am given the opportunity to strengthen these ties by working with the board of directors of one of the leading high-tech companies of the world.”

Panke has served in various roles at BMW including member of the board of management for Finance from 1999 to 2002, and member of the board of management for Human Resources and Information Technology from 1996 to 1999. In his role as chairman and CEO of BMW (U.S.) Holding Corp. from 1993 to 1996 he was responsible for the company’s North American activities. Panke holds a master’s degree in physics and a doctorate from the University of Munich.

Joining AT & T in 1999, Noski served as senior executive vice president and chief financial officer and was named vice chairman of AT & T’s board of directors in 2002. Noski retired from AT & T following completion of its restructuring in November 2002.

“Chuck, as former CFO of a leading U.S. company, will bring strong financial expertise and reinforce our commitment to financial responsibility,” Gates said. “The board has asked him to serve on its audit committee, enhancing the measures we have taken during the past year to ensure even greater oversight of the company’s financial reporting.”

“I am excited about the opportunity to join the distinguished group of business professionals who compose the Microsoft board and to work with the executive and financial leadership of this world-class company,” Noski said. “I also look forward to offering insights about Microsoft’s product and service opportunities as the world of computing and telecommunications continues to converge.”

Before joining AT & T, Noski was president, chief operating officer, and a member of the board of directors of Hughes Electronics Corp., a publicly traded subsidiary of General Motors Corp. in the satellite and wireless communications business. He is a member of the American Institute of Certified Public Accountants and Financial Executives International, and is a past member of the Financial Accounting Standards Advisory Council.

Other Microsoft directors include William H. Gates, chairman and chief software architect, Microsoft; Steven A. Ballmer, CEO, Microsoft; James I. Cash Jr. Ph.D., former James E. Robison professor, Harvard Business School; Raymond V. Gilmartin, chairman, president and chief executive officer, Merck & Co. Inc.; David Marquardt, general partner, August Capital; Ann McLaughlin Korologos, chairman emeritus, The Aspen Institute, and senior adviser, Benedetto and Gartland & Company Inc.; Wm. G. Reed Jr., former chairman, Simpson Investment Co.; and Jon Shirley, former president and chief operating officer, Microsoft. If all the nominated directors are elected by the shareholders, eight of the 10 board members will be independent, consistent with the requirement in the company’s governance guidelines that a majority must be independent.

The expansion of the board of directors is another in a series of steps taken to enhance strong corporate governance at Microsoft. Last year the board of directors documented and refined its governance practices by adopting formal corporate governance guidelines designed to ensure active, informed stewardship of the best interests of the corporation and align the interests of directors, management and Microsoft’s shareholders. The board established a governance and nominating committee and an antitrust compliance committee, and revised the charters of its other committees. The board also adopted revised standards of business conduct that apply to all Microsoft employees. The governance documents and standards of business conduct are available at

Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and Internet technologies for personal and business computing. The company offers a wide range of products and services designed to empower people through great software — any time, any place and on any device.

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