Microsoft : Oferta Pública de Distribuição de ações reservada a trabalhadores da Microsoft Corporation – Information Document

EU INFORMATION DOCUMENT

UNDER THE EU PROSPECTUS REGULATION

MICROSOFT CORPORATION

EMPLOYEE STOCK PURCHASE PLAN

INFORMATION DOCUMENT

IMPORTANT INFORMATION FOR ELIGIBLE EMPLOYEES

IN THE EUROPEAN UNION (“EU”) / EUROPEAN ECONOMIC AREA (“EEA”) / UNITED KINGDOM (“UK”)

Introduction

Microsoft Corporation (“Microsoft” or the “Issuer“) offers to certain eligible employees (including employees in the EU/EEA/UK) the opportunity to purchase shares of Microsoft’s common stock, par value USD 0.00000625 (the “Shares“), under the Microsoft Corporation Employee Stock Purchase Plan, as amended (the “Plan“), at a discounted purchase price through contributions that are made by payroll deductions. This information document provides information about the number and nature of the securities and the reasons for and details of the offer. To that end, this information document describes the Issuer, the Plan, the grant of purchase rights under the Plan (the “Purchase Rights“) and the Shares to be purchased.

Exemption from the EU Prospectus Regulation

To the extent offers to purchase Shares under the Plan are offers of securities to the public in the EU/EEA or the UK, the Issuer can claim an exemption from the obligation to publish a prospectus which meets the requirements set forth in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation“) and the UK Prospectus Regulation Rules (“PRR“), respectively. Article 1(4)(i) of the Prospectus Regulation and Rule 1.2.3(4)(i) of the PRR exempt issuers from the obligation to publish a prospectus if the securities are offered to existing or former directors or employees by their employer or by an affiliated undertaking provided that the present document is made available to the eligible employees (the “Exemption“). Accordingly, in reliance on the Exemption, for offers under the Plan made after this information document is made available to eligible employees, the Issuer has not prepared or filed a prospectus with any competent regulatory authority in the EU/EEA or the UK, and no such prospectus has been approved and/or published in the EU/EEA or the UK.

This document does not constitute a prospectus. Instead, this document contains the information that Microsoft must make available to employees in the EU/EEA and the UK in order to comply with the Exemption.

Information about the Issuer

The Issuer is a publicly traded U.S. corporation which has listed its Shares on the Global Select Market of the Nasdaq Stock Market (the “Nasdaq“) under the ticker symbol “MFST.” Shares issued under the Plan will also be listed on the Nasdaq. You may ascertain the current per Share market price as traded on the Nasdaq at: https://www.nasdaq.com/market-activity/stocks/msft.

The International Securities Identification Number (the “ISIN“) for the Shares is US5949181045. The U.S. security identification number (the “CUSIP number“) for the Shares is 594918104.

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Microsoft Corporation – EU/EEA – Information Document (December 2022)

The Issuer’s address is One Microsoft Way, Redmond, Washington 98052-6399 U.S.A.

Additional information about the Issuer can be found on Microsoft’s website at https://www.microsoft.com/en-us/investor. Further, filings made by Microsoft with the U.S. Securities and Exchange Commission (“SEC“) are available on Microsoft’s website or the SEC’s website at http://www.sec.gov. Note that the total number of Shares issued and outstanding can be found in Microsoft’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that Microsoft files from time to time with the SEC. You also can request copies of the filings by contacting Microsoft at:

Microsoft Corporation

Attn: ESPP Administrator

One Microsoft Way

Redmond, WA 98052

Telephone number: +1 (425) 706-8853

Email: AskHR@Microsoft.com

Reasons for the Offer

The purpose of the Plan is to provide a convenient method for eligible employees to become shareholders in Microsoft, as it is believed that employee participation in the ownership of Microsoft will be to the mutual benefit of both the employees and Microsoft.

Details of the Offer

Administration

The Plan is administered by a committee of Microrosft’s board of directors (the “Committee“) or the persons acting within the scope of their authority to administer the Plan pursuant to a delegation of authority from the Committee (collectively, the “Administrator“).

Eligibility

Any employee who is in the employ of any Participating Company (as defined below) is eligible to participate in the Plan, except employees whose customary employment is for not more than five months in any calendar year.

A “Participating Company” means Microrosft and any subsidiary or affiliate of Microsoft that has been designated by the Administrator to participate in the Plan.

Time Frame of the Offer and Enrollment

The Plan operates with four three-month offerings per calendar year (“Purchase Periods“), which commence on January 1, April 1, July 1, and October 1 (each, an “Offering Date“) and expire on March 31, June 30, September 30, and December 31 (each, a “Date of Exercise“).

Eligible employees who wish to participate in the Plan must complete an enrollment agreement and submit it to Microsoft, or to such other entity designated by Microsoft for this purpose, prior to the commencement of the relevant Purchase Period.

At the end of each Purchase Period, each participating employee who continues to be eligible to participate in the Plan will be automatically re-enrolled in the next Purchase Period, unless the participating employee has advised Microsoft otherwise.

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Microsoft Corporation – EU/EEA – Information Document (December 2022)

Termination of Participation in the Plan

A participating employee may withdraw from a Purchase Period, in whole but not in part, at any time prior to the first day of the last calendar month of such Purchase Period by submitting a withdrawal notice to Microsoft. Upon receipt of a withdrawal notice, Microsoft will refund all amounts credited to an employee as soon as practicable thereafter without interest (except to the extent payment of interest on such amount is required by the laws of any applicable jurisdiction).

Further, a participating employee may, at any time prior to the first day of the last calendar month of a Purchase Period, change the percentage of his or her authorized payroll deductions to zero, thereby suspending participation in the Plan.

If a participating employee withdraws or suspends his/her participation in the Plan, he/she will not participate in a subsequent Purchase Period unless and until he/she re-enrolls in the Plan by completing a new enrollment agreement.

Termination of Employment

Upon termination of employment for any reason whatsoever, including but not limited to death or retirement, Microsoft will refund all amounts credited to an employee as soon as practicable thereafter without interest (except to the extent payment of interest on such amount is required by the laws of any applicable jurisdiction).

Non-Transferability of Purchase Rights

Purchase Rights granted under the Plan cannot be transferred in any way other than by will or the applicable laws of descent and distribution.

Restriction on Shares and Transferability

The Shares under the Plan are registered on a registration statement on Form S-8 with the SEC and are generally freely transferable (subject to any transferability restrictions resulting from applicable insider trading laws and Microsoft’s insider trading policy).

The Plan is intended to provide Shares for investment and not for resale. Microsoft does not, however, intend to restrict or influence any employee in the conduct of his or her own affairs. An employee, therefore, may sell Shares purchased under the Plan at any time he or she chooses, subject to compliance with any applicable laws. The employee assumes the risk of any market or currency fluctuations in the price of the Shares. Moreover, the employees’ attention is drawn to the risk of investing in Microsoft’s Shares generally as described, in particular, in the “Risk Factors” section in Microsoft’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that Microsoft files from time to time with the SEC.

Termination, Suspension, or Amendment of the Plan

The Committee and the Board shall have the right at any time and without notice to amend, modify or terminate the Plan; provided that no existing Purchase Rights may be adversely affected, and provided further that no such amendment of the Plan shall, except as otherwise provided in the Plan, increase the total number of Shares to be offered under the Plan unless shareholder approval is obtained therefor.

Information on the Shares and Rights Attached to the Shares

The Shares acquired under the Plan allow an employee, as a stockholder, to participate in:

• Dividends – Microsoft pays dividends on a quarterly basis.
• Voting – As a stockholder, an employee will be entitled to vote at Microsoft’s stockholder meetings.

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Microsoft Corporation – EU/EEA – Information Document (December 2022)

• Information Reporting – As a stockholder, an employee will have the right to receive certain information from Microsoft, such as Microsoft’s annual report to stockholders and annual proxy statement. Microsoft can make such information available for its stockholders at its office and/or via its website.
• Liquidation Proceeds – In the event of liquidation, dissolution or winding up of Microsoft, the holders of Shares are entitled to share ratably in all assets remaining after payment of or provisions for Microsoft’s liabilities, subject to prior rights or preferred stock, if any, then outstanding.
• No Preemptive, Redemptive or Conversion Provisions – The Shares are not entitled to preemptive rights and are not subject to conversion or redemption.

With respect to Shares subject to a Purchase Right, an employee will not be deemed a stockholder with the above rights until the Shares have been purchased and delivered to the employee.

Microsoft may issue other classes of shares and/or securities which are not part of this offer and the Plan.

Note that Microsoft may, at any time, but subject to the passing of a stockholder vote, amend its Bylaws and/or Articles of Incorporation in a way that impacts the rights of its stockholders. These documents can be found at https://www.microsoft.com/en-us/investor.

Additional Information about the Plan

Additional information about the Plan can be found on Microsoft’s intranet site at https://microsoft.sharepoint.com/sites/hrw/Pages/esppresources.aspx. Requests for information about the Plan also can be directed to Microsoft at:

Microsoft Corporation

Attn: ESPP Administrator

One Microsoft Way

Redmond, WA 98052

Telephone number: +1 (425) 706-8853

Email: AskHR@Microsoft.com

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Microsoft Corporation – EU/EEA – Information Document (December 2022)