Mandatory Conversion of GM's Series B Preferred Stock

DETROIT--December 1 2013: General Motors Co. announced today that all of the outstanding shares of its 4.75% Series B mandatory convertible junior preferred stock (“Preferred Stock”) will convert to shares of GM Common Stock (“Common Stock”). The conversion will be effective Dec. 1, 2013 (“Mandatory Conversion Date”).

On the Mandatory Conversion Date, each share of Preferred Stock, unless previously converted, will automatically convert into 1.3736 shares of Common Stock. The number of shares of Common Stock issuable on conversion was determined based on the average of the closing prices per share on the New York Stock Exchange of our Common Stock over the 40-trading-day period ending on Nov. 26, 2013, in accordance with the terms of the Certificate of Designation for the Preferred Stock. Dividends of $59.4 million quarterly and $237.5 million annually, will cease to accumulate on the Mandatory Conversion Date.

In lieu of any fractional share of Common Stock, the Company will pay an amount in cash determined in accordance with the terms of the Certificate of Designation for the Preferred Stock.

From and after the Mandatory Conversion Date, shares of the Preferred Stock not previously converted will be deemed to be no longer outstanding. All rights of the holders with respect to such Preferred Stock will terminate, except for the right to receive the number of whole shares of Common Stock issuable upon mandatory conversion of the Preferred Stock and cash in lieu of any fractional shares of Common Stock, as described above.

The shares of Preferred Stock were previously included as eligible dilutive securities in the Company’s calculation of diluted share count. Upon conversion, the newly issued shares of Common Stock will be included in its basic share count.