Microsoft Updates Shareholders on Growth and Innovation Outlook

REDMOND, Wash., Nov. 9, 2004 — Microsoft Corp. today discussed with shareholders its ongoing confidence for the future and its focus on driving growth by delivering value and innovation from all its businesses. The company also announced that shareholders voted in favor of proposed amendments to the company’s stock plans. The special one-time dividend of $3.00, which was conditioned upon approval of these amendments, will be paid Dec. 2, 2004, to shareholders of record on Nov. 17, 2004.

“Our ability to deliver a continuing stream of innovative new products and services to our customers makes me more optimistic than ever about the years ahead,” said Bill Gates, chairman and chief software architect at Microsoft. “We’re delivering exciting new innovations in growth markets such as digital entertainment, mobile devices and gaming, while continuing to help enterprises of every size become more productive and competitive.”

In addition, at the annual shareholder meeting, shareholders took the following actions:

  • Elected nine directors to serve until the next annual meeting of shareholders

  • Approved amendments to the company’s stock plans allowing the board of directors to modify equity compensation awards for the effect of certain shareholder distributions

  • Approved material terms of performance criteria for performance-based awards under the company’s 2001 stock plan

  • Ratified the selection of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2005

Microsoft’s board of directors consists of William H. Gates, Microsoft chairman and chief software architect; Steven A. Ballmer, Microsoft chief executive officer; James I. Cash Jr., Ph.D., former James E. Robison professor of business administration at the Harvard Business School; Raymond V. Gilmartin, chairman, president and chief executive officer of Merck & Co. Inc.; Ann McLaughlin Korologos, chairman emeritus of The Aspen Institute and senior adviser with Benedetto, Gartland & Co. Inc.; David Marquardt, general partner at August Capital; Charles H. Noski, corporate vice president and chief financial officer of Northrop Grumman Corp. and formerly vice chairman of AT & T Corp.; Dr. Helmut Panke, chairman of the board of management at BMW Bayerische Motoren Werke AG; and Jon Shirley, former president and chief operating officer of Microsoft. Seven of the nine board members are independent, consistent with the requirement in the company’s governance guidelines that a majority must be independent.

Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

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