PROXY PAPERAPPLE INC.

NASDAQ: AAPL ISIN: US0378331005

MEETING DATE: 10 MARCH 2015

RECORD DATE: 09 JANUARY 2015

PUBLISH DATE: 18 FEBRUARY 2015

COMPANY DESCRIPTION

Apple Inc. designs, manufactures, and markets mobilecommunication and media devices, personalcomputers, and portable digital music players worldwide.

INDEX MEMBERSHIP:

NASDAQ-100; RUSSELL 3000; S&P 500;NASDAQ COMPOSITE; S&P GLOBAL 100;FTSE4GOOD GLOBAL INDEX; RUSSELL1000; S&P 100; DOW JONES GLOBALTITANS 50

SECTOR: INFORMATION TECHNOLOGY

INDUSTRY: TECHNOLOGY HARDWARE, STORAGEAND PERIPHERALS

COUNTRY OF TRADE: UNITED STATES

COUNTRY OF INCORPORATION: UNITED STATES

HEADQUARTERS: CALIFORNIA

VOTING IMPEDIMENT: NONE

DISCLOSURES: NONE

OWNERSHIP COMPANY PROFILE COMPENSATION PREVIOUS BOARD PEER COMPARISON VOTE RESULTS APPENDIX

2015 ANNUAL MEETING PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS

1.00 Election of Directors FOR FOR

1.01 Elect Timothy D. Cook FOR FOR

1.02 Elect Albert A. Gore, Jr. FOR FOR

1.03 Elect Robert A. Iger FOR FOR

1.04 Elect Andrea Jung FOR FOR

1.05 Elect Arthur D. Levinson FOR FOR

1.06 Elect Ronald D. Sugar FOR FOR

1.07 Elect Sue Wagner FOR FOR

2.00 Ratification of Auditor FOR FOR

3.00 Advisory Vote on Executive Compensation FOR FOR

4.00 Amendment to the Employee Stock Purchase Plan FOR FOR

5.00 Shareholder Proposal Regarding Renewable Energy andClimate Change Policy Risk

AGAINST AGAINST

6.00 Shareholder Proposal Regarding Proxy Access AGAINST AGAINST

SHARE OWNERSHIP PROFILE

SHARE BREAKDOWN

1

SHARE CLASS Common Stock

SHARES OUTSTANDING 5,864.8 M

VOTES PER SHARE 1

INSIDE OWNERSHIP 0.10%

STRATEGIC OWNERS** 0.10%

FREE FLOAT 99.90%

SOURCE CAPITAL IQ AND GLASS LEWIS. AS OF 20-JAN-2015

TOP 20 SHAREHOLDERS HOLDER OWNED* COUNTRY INVESTOR TYPE

1. The Vanguard Group, Inc. 5.58% United States Traditional Investment Manager 2. BlackRock, Inc. 5.36% United States Traditional Investment Manager 3. State Street Global Advisors, Inc. 4.13% United States Traditional Investment Manager 4. Fidelity Investments 2.78% United States Traditional Investment Manager 5. BNY Mellon Asset Management 1.44% United States Traditional Investment Manager 6. Northern Trust Global Investments 1.42% United States Traditional Investment Manager 7. Invesco Ltd. 1.25% United States Traditional Investment Manager 8. Capital Research and Management Company 1.19% United States Traditional Investment Manager 9. Wellington Management Company, LLP 1.02% United States Traditional Investment Manager 10. Teachers Insurance and Annuity Association College Retirement Equities Fund 0.93% United States Traditional Investment Manager 11. Icahn Capital LP 0.90% United States Family Offices/Family Trust 12. UBS Global Asset Management 0.86% Switzerland Traditional Investment Manager 13. T. Rowe Price Group, Inc. 0.77% United States Traditional Investment Manager 14. Geode Capital Management, LLC 0.77% United States Traditional Investment Manager 15. Norges Bank Investment Management 0.74% Norway Government Pension Plan Sponsor 16. JPMorgan Asset Management Holdings Inc. 0.74% United States Traditional Investment Manager 17. Goldman Sachs Group, Investment Banking and Securities Investments 0.68% United States Traditional Investment Manager 18. Jennison Associates LLC 0.63% United States Traditional Investment Manager 19. Morgan Stanley, Investment Banking and Brokerage Investments 0.61% United States Bank/Investment Bank 20. Columbia Management Investment Advisers, LLC 0.56% United States Traditional Investment Manager

*COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ. AS OF 20-JAN-2015 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION,ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%.

SHAREHOLDER RIGHTS MARKET THRESHOLD COMPANY THRESHOLD1

VOTING POWER REQUIRED TO CALL A SPECIAL MEETING N/A 10.0% VOTING POWER REQUIRED TO ADD AGENDA ITEM 1.0%2 1.0%2 VOTING POWER REQUIRED FOR WRITTEN CONSENT N/A 50.0%

1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER RIGHT.2SHAREHOLDERS MUST OWN THE CORRESPONDING PERCENTAGE OR SHARES WITH MARKET VALUE OF AT LEAST $2,000 FOR AT LEAST ONE YEAR.

AAPL March 10, 2015 Annual Meeting 2 Glass, Lewis & Co., LLC

COMPANY PROFILE

FINANCIALS

1 YR TSR 3 YR TSR AVG. 5 YR TSR AVG.

AAPL 49.4% 22.9% 32.4%S&P 500 INDEX 19.6% 21.7% 16.1%PEERS* 44.7% 21.6% 19.9%

MARKET CAPITALIZATION (MM USD) 603,278 ENTERPRISE VALUE (MM USD) 624,729 REVENUES (MM USD) 182,795

ANNUALIZED SHAREHOLDER RETURNS. *PEERS ARE BASED ON THE INDUSTRY SEGMENTATION OF THE GLOBAL INDUSTRIAL CLASSIFICATION SYSTEM(GICS). FIGURES AS OF 27-SEP-2014. SOURCE: CAPITAL IQ

EXECUTIVECOMPENSATION

CHANGE IN CEO PAY* 1 YR 3 YR 5 YR

117% -98% N/A *SOURCE: EQUILAR. SIMPLE AVERAGE CALCULATION.

SAY ON PAY FREQUENCY 1 Year P4P 2014 B GLASS LEWIS STRUCTURE RATING Fair GLASS LEWIS DISCLOSURE RATING Good SINGLE TRIGGER CIC VESTING No EXCISE TAX GROSS-UPS No CLAWBACK PROVISION Yes OVERHANG OF INCENTIVE PLANS 10.43%

ENVIRONMENTAL& SOCIAL

2013 2012 2011 EEOC FINES N/A N/A N/A EPA FINES 0 0 0 LOBBYING EXPENDITURES 3,370,000 1,970,000 2,260,000 % OF WOMEN IN THE WORKPLACE N/ARESPONDED TO CDP Responded - Answered questionnaire

GRI-COMPLIANT SUSTAINABILITY REPORT

UN GLOBAL COMPACT SIGNATORY

HUMAN RIGHTS POLICY CONFORMSWITH ILO OR UN DECLARATION ONHUMAN RIGHTS

NON-DISCRIMINATION POLICY INCLUDESGENDER IDENTITY AND/OR GENDEREXPRESSION

REGULARLY DISCLOSES TOTAL AMOUNTOF CORPORATE POLITICALCONTRIBUTIONS

HAS GHG EMISSIONS TARGET

DISCLOSES TOTAL WATER USE

= Applies. Source: IW Financial

BOARD &MANAGEMENT

ELECTION METHOD Majority w/ Resignation Policy CEO START DATE August 2011

STAGGERED BOARD No AVERAGE NEDTENURE 7 years

COMBINED CHAIRMAN/CEO No

ANTI-TAKEOVERMEASURES

POISON PILL No APPROVED BY SHAREHOLDERS/EXPIRATION DATE N/A; N/A

AUDITORSAUDITOR: ERNST & YOUNG TENURE: 6 YEARS MATERIAL WEAKNESS(ES) IDENTIFIED IN PAST 12 MONTHS No RESTATEMENT(S) IN PAST 12 MONTHS No

CURRENT AS OF FEB 17, 2015

AAPL March 10, 2015 Annual Meeting 3 Glass, Lewis & Co., LLC

PAY-FOR-PERFORMANCE

Apple's executive compensation received a B grade in our proprietary pay-for-performance model. The Company paid more compensation to its named executive officersthan the median compensation for a group of companies selected using Equilar's market based peer algorithm.The CEO was paid significantly less than the median CEOcompensation of these peer companies. Overall, the Company paid about the same as its peers, but performed better than its peers.

HISTORICAL COMPENSATION GRADE FY 2014: B

FY 2013: C

FY 2012: C

FY 2014 CEO COMPENSATION SALARY: $1,748,462

GDFV EQUITY: $ 0

NEIP/OTHER: $7,474,176

TOTAL: $9,222,638

FY 2014 PAY-FOR-PERFORMANCE GRADE 3-YEAR WEIGHTED AVERAGE COMPENSATION

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY

EQUILAR AAPLGoogle* Oracle Corporation* Intel Corporation* Amazon.com Inc.* Cisco Systems, Inc.* Hewlett-Packard Company* Microsoft Corporation* The Walt Disney Company* International Business MachinesCorporation* QUALCOMM Incorporated* CBS Corporation* AT&T, Inc.* Viacom, Inc.* EMC Corporation* Verizon Communications Inc.*

eBay Inc. DIRECTV Twenty-First CenturyFox, Inc. Time Warner Inc. Comcast Corporation Time Warner Cable Inc.

*ALSO DISCLOSED BY AAPL

SHAREHOLDER WEALTH AND BUSINESS PERFORMANCE

Analysis for the year ended 9/27/2014. Performance measures, except ROA and ROE, are based on the weighted average of annualized 1, 2, and 3 year data.Compensation figures are weighted average 3-year data calculated by Glass Lewis based on information disclosed by the Company and its peers in their proxy filings. ForCanadian peers, equity awards are normalized using the grant date exchange rate and cash compensation data is normalized using the fiscal year average exchange rate.

Equilar peers are updated in January and July. Peer data is based on public information, as well as information provided to Equilar during its open submission periods. The“Peers Disclosed by Company” data is based on public information only. Glass Lewis may exclude certain peers from the Pay for Performance analysis based on factors suchas trading status and/or data availability. For details of exclusion criteria, go to: www.glasslewis.com. For more information about Equilar peer groups, go to: www.equilar.com

AAPL March 10, 2015 Annual Meeting 4 Glass, Lewis & Co., LLC

1.00: ELECTION OF DIRECTORS

PROPOSAL REQUEST: Election of seven directors RECOMMENDATIONS & CONCERNS:ELECTION METHOD: Majority w/ Resignation Policy FOR- Cook T.

Gore A.Iger R.Jung A.Levinson A.Sugar R.Wagner S.

NOT UP- None

BOARD OF DIRECTORS

NAME UP AGE GLASS LEWISCLASSIFICATION

COMPANYCLASSIFICATION

OWNERSHIP** COMMITTEES TERMSTART

TERMEND

YEARSON

BOARDAUDIT COMP GOV NOM

Timothy D. Cook* ·CEO 54 Insider 1 Not Independent Yes 2011 2015 4

Albert A. Gore 66 Independent Independent Yes 2003 2015 12

Robert A. Iger* 64 Independent 2 Independent Yes 2011 2015 4

Andrea Jung 56 Independent Independent Yes C 2008 2015 7

Arthur D. Levinson ·Chairman 64 Independent 3 Independent Yes 2000 2015 15

Ronald D. Sugar 66 Independent Independent Yes C 2010 2015 5

Sue Wagner 53 Independent Independent Yes 2014 2015 1

C = Chair, * = Public Company Executive, = Withhold or Against Recommendation

CEO. 1.Chairman and CEO of The Walt Disney Company, which has entered into content licensing agreements with the Company. 2.Chairman. 3.

**Percentages displayed for ownership above 5%, when available

NAME ATTENDED AT

LEAST 75%OF

MEETINGS ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS

Timothy D. Cook Yes (1) Nike Inc.

Albert A. Gore Yes None

Robert A. Iger Yes (1) Walt Disney Company

Andrea Jung Yes (2) General Electric Company; Daimler AG

Arthur D. Levinson Yes None

Ronald D. Sugar Yes (3) Chevron Corporation; Amgen Inc.; Air Lease Corp.

Sue Wagner N/A (3) BlackRock, Inc.; Swiss Re Ltd.; Swiss Re AG

AAPL March 10, 2015 Annual Meeting 5 Glass, Lewis & Co., LLC

MARKET PRACTICE

INDEPENDENCE AND COMPOSITION AAPL* REQUIREMENT BEST PRACTICE

Independent Chairman Yes No1 Yes7

Board Independence 86% Majority2 66.7%7

Audit Committee Independence 100% ; Independent Chair 100%3 100%7

Compensation Committee Independence 100% ; Independent Chair 100%4 100%7

Nominating Committee Independence 100% 100%5 100%7

Percentage of women on board 29% N/A6 N/A

Directors' biographies DEF14A; Page 9

* Based on Glass Lewis Classification

Nasdaq Corporate Governance Requirements 1.Independence as defined by Nasdaq listing rules 2.Securities Exchange Act Rule 10A-3 and Nasdaq listing rules 3.

Non-independent member allowed under certain circumstances in Nasdaq listingrules

4.

Non-independent member allowed under certain circumstances in Nasdaq listingrules

5.

No current marketplace listing requirement 6.CII 7.

Glass Lewis believes that boards should: (i) be at least two-thirds independent; (ii) have standing compensation andnomination committees comprised solely of independent directors; and (iii) designate an independent chairman, or failingthat, a lead independent director.

GLASS LEWIS ANALYSIS

We believe it is important for shareholders to be mindful of the following:

SCRUTINY OF CASH RESERVES AND SHARE REPURCHASE ACTIVITY

As discussed at length in last year's Proxy Paper, the Company was targeted by activist investor Carl Icahn in the run-upto its 2014 annual meeting. Mr. Icahn, who at one point labelled the Company as "perhaps the most overcapitalizedcompany in corporate history," criticized the Company's $150 billion in cash reserves and lack of significant sharebuybacks. However, roughly two weeks before his shareholder proposal to implement a further $50 billion in stockrepurchases was to be voted on at the Company's annual meeting, Mr. Icahn pulled the proposal, citing increasedrepurchase activity by the board. Overall, during fiscal year 2014 the Company repurchased $45 billion in common stockand paid dividends and dividend equivalents of $11.1 billion.

While the Company's repurchase activity greatly increased at the beginning of 2014 compared to previous years, Mr.Icahn was again banging the buyback drum in October when he released an open letter to CEO Tim Cook. In the letter,Mr. Icahn continued his effusive praise of Mr. Cook and the Company's management team while encouraging them to putan end to the Company's "persistently excessive liquidity" and make a tender offer which would "meaningfully accelerateand increase the magnitude of share repurchases." A Company spokesperson told the Wall Street Journal that theCompany is currently "aggressively executing the largest capital return program in corporate history" (Erin McCarthy."Icahn Letter Pushes Apple to Buy Back More Shares." Wall Street Journal. October 9, 2014).

In reviewing this board's actions related to capital allocation, Glass Lewis does not believe there is cause for shareholderconcern regarding the board's justification for its capital return program to date or its responsiveness to shareholders'concerns.

7-FOR-1 STOCK SPLIT

On June 6, 2014, the Company disclosed in a Form 8-K that the board had amended the Company's articles ofincorporation to effect a 7-for-1 stock split and increase the number of authorized common shares from 1.8 billion to 12.6billion in connection therewith. Shareholder approval of the common share share increase was not required pursuant tothe California Corporations Code. The Company's share price, which closed at roughly $645 on the day of the split,re-opened on June 9th at $92.70.

AAPL March 10, 2015 Annual Meeting 6 Glass, Lewis & Co., LLC

LEGAL AND REGULATORY PROCEEDINGS

As discussed in previous Proxy Papers, the Company is party to numerous lawsuits in varied size and scope. Mostnotably, the Company remains embroiled in a long-running "patent war" with chief smartphone rival Samsung Electronics.In May, the Company was awarded roughly $120 million by a jury, an amount that was substantial but a far cry from the$2 billion requested; the verdict built somewhat off a $930 million ruling in the Company's favor in 2012 ("SamsungOrdered to Pay Apple $120m for Patent Violation." The Guardian (UK). May 2, 2014). The principal goal of the Company'slawsuits has been to obtain an injunction blocking the sale of Samsung's products, but it thus far has been unable toachieve such a broad victory in court. In August, the two companies also announced in a joint statement that they wouldbe dropping all litigation between them outside the U.S., although each side continues to pursue patent infringementcases in U.S. courts (Daisuke Wakabayashi. "Apple, Samsung Call Patent Truce Outside U.S." Wall StreetJournal. August 5, 2014).

On July 10, 2013, a New York District Court ruled against the Company in an antitrust suit brought by the U.S.Department of Justice alleging unreasonable restraint of interstate trade and commerce regarding the sale of eBooks.While the Company states in its annual report that it has taken a number of steps to comply with the District Court's order,including renegotiating agreements with the five major eBook publishers, it is also appealing the ruling and reports inDecember suggested that the U.S. government was struggling with the case (Nate Raymond. "U.S. Faces ToughQuestions in Apple E-Books Antitrust Appeal." Reuters. December 15, 2014). If the Company successfully appeals theruling, it could escape a total of $450 million in payments to consumers and attorneys.

The Company is one of several Silicon Valley-based employers subject to a $325 million wage-fixing settlement; while ajudge rejected the initial settlement as too low, the Company also has appealed the ruling according to media reports(Richard Nieva. "Apple, Google Appeal Settlement Rejection in Wage-Fixing Case." CNET. September 5, 2014). Seniorexecutives of Apple, Google, Intel and Adobe have all been charged with using "no poaching" policies in an attempt toreign in the salaries of in-demand engineers and other employees. The Company does not address the case in its publicfilings.

While the Company does not provide a dollar amount for any loss contingencies in its most annual report, it indicates thatit does not believe that pending lawsuits will have a material adverse effect on its operations. We note that patentinfringement lawsuits are commonplace in the Company's industry and do not believe the aforementioned suits should because for serious concern shareholders. Nonetheless, we will continue to monitor the proceedings closely.

BOARD DIVERSITY

As discussed in last year's Proxy Paper, Trillium Asset Management and the Sustainability Group previously bandedtogether to criticize the Company's lack of female representation at the executive and board levels and threatened tosubmit a shareholder proposal regarding board diversity. We note that Sue Wagner was appointed to the board in July2014 following the retirement of William Campbell. When paired with director Mickey Drexler's decision not to stand forelection at this year's annual meeting, the appointment of Ms. Wagner means that 29% of the board (i.e two of theCompany's seven directors) are women.

To compare, in 2015 Glass Lewis in its third annual review of board gender diversity among the largest companies in 14developed markets, Mind the Gap: Board Gender Diversity in 2014, we found women represent just under 15% of alldirectors. Moreover, in the United States, we found women represent 19% of all directors of S&P 500 companies and17% of directors at Information Technology companies among S&P 500 companies. On a global level, women compriseonly 14% of directors of companies in the Information Technology sector. As such, for board gender diversity theCompany leads its global and US peers as well as the broader group of large companies in percentage terms withrespect to the proportion of women sitting on its board although we do recognize that the Company has a relatively smallboard particularly given its size.

For more information regarding empirical evidence concerning this issue, please see Glass Lewis' In-Depth: BoardGender Diversity.

RECOMMENDATIONS

We do not believe there are substantial issues for shareholder concern as to any of the nominees.

Accordingly, we recommend that shareholders vote FOR all nominees.

AAPL March 10, 2015 Annual Meeting 7 Glass, Lewis & Co., LLC

The Company discloses the following biographical information for director Sue Wagner, a new nominee to the board:Sue Wagner has served as a director of BlackRock, Inc. since October 2012, where she serves on the Risk Committee. Ms. Wagner was a co-founderof BlackRock and previously served as Vice Chairman from 2006 and as a member of BlackRock’s Global Executive Committee and Global OperatingCommittee until her retirement in July 2012. During her tenure at BlackRock, she also led strategy and corporate development and the alternativeinvestments and international client businesses. Ms. Wagner has also served as a director on the boards of both Swiss Re Ltd. and Swiss ReinsuranceCompany Ltd. since April 2014. Ms. Wagner is a member of both the Finance and Risk Committee and the Investment Committee of Swiss Re Ltd. Ms.Wagner also serves on the boards of DSP BlackRock Investment Managers Pvt. Ltd., Wellesley College and the Hackley School. Among otherqualifications, Ms. Wagner brings to the Board operational experience, including her service as chief operating officer of a major international publiccompany, along with extensive financial expertise and experience in the financial services industry.

AAPL March 10, 2015 Annual Meeting 8 Glass, Lewis & Co., LLC

2.00: RATIFICATION OF AUDITOR

PROPOSAL REQUEST: Ratification of Ernst & Young RECOMMENDATIONS & CONCERNS:PRIOR YEAR VOTE RESULT (FOR): 99.1% FOR- NO CONCERNS

BINDING/ADVISORY: Binding

REQUIRED TO APPROVE: Majority of votes cast

AUDITOR OPINION: Unqualified

AUDITOR FEES 2014 2013 2012

Audit Fees: $10,286,500 $8,417,200 $7,080,500 Audit-Related Fees: $314,400 $462,800 $378,800 Tax Fees: $1,689,000 $495,600 $225,300 All Other Fees: $ 0 $ 0 $ 0 Total Fees: $12,289,900 $9,375,600 $7,684,600 Auditor: Ernst & Young Ernst & Young Ernst & Young

Years Serving Company: 6 Restatement in Past 12 Months: No Alternate Dispute Resolution: No Auditor Liability Caps: No

GLASS LEWIS ANALYSIS

The fees paid for non-audit-related services are reasonable and the Company discloses appropriate information aboutthese services in its filings.

Accordingly, we recommend that shareholders vote FOR the ratification of the appointment of Ernst & Young as theCompany's auditor for fiscal year 2015.

AAPL March 10, 2015 Annual Meeting 9 Glass, Lewis & Co., LLC

3.00: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL REQUEST: Approval of Executive Pay Package PAY FOR PERFORMANCEGRADES:

FY 2014 BFY 2013 CFY 2012 C

PRIOR YEAR VOTE RESULT(FOR): 95.7% RECOMMENDATION: FOR

STRUCTURE: Fair

DISCLOSURE: Good

PROGRAM FEATURES 1

POSITIVE

Alignment of pay with performanceLTIP performance-basedSTIP performance-basedSTI-LTI payout balanceNo single-trigger CIC benefitsAnti-Hedging PolicyClawback policy for NEOsExecutive stock ownership guidelines for NEOs

NEGATIVE

Short performance period under LTIP*Excessive sign-on payments

1 Both positive and negative compensation features are ranked according to Glass Lewis' view of their importance or severity

*Positive changes have been made regarding this feature during the past fiscal year making it no longer a concern going forward.

SUMMARY COMPENSATION TABLENAMED EXECUTIVE OFFICERS BASE SALARY BONUS & NEIP EQUITY AWARDS TOTAL COMP

Timothy D. Cook Chief Executive Officer $1,748,462 $6,700,000 - $9,222,638

Eduardo H. Cue Senior Vice President, Internet Software and Services $947,596 $3,437,500 $20,000,900 $24,445,739

Jeffrey E. Williams Senior Vice President, Operations $947,596 $3,437,500 $20,000,900 $24,403,235

Angela Ahrendts Senior Vice President, Retail and Online Stores $411,538 $2,148,352 $70,001,196 $73,351,124

Luca Maestri Senior Vice President and Chief Financial Officer $717,211 $1,608,255 $11,335,043 $14,002,801

Peter Oppenheimer Former Senior Vice President and Chief Financial Officer $947,596 $3,437,500 - $4,517,720

CEO SUMMARY 2014

TIMOTHY D. COOK2013

TIMOTHY D. COOK2012

TIMOTHY D. COOK

Total CEO Compensation $9,222,638 $4,252,727 $4,174,9921-year TSR 49.4% -25.9% 71.5%

CEO to Avg NEO Pay 0.3:1 1.6:1 0.1:1CEO to Peer Median * 0.5:1 0.2:1 N/A

Fixed/Perf.-Based/Discretionary ** 27.4% / 72.7% / 0.0% 34.2% / 65.8% / 0.0% N/A

* Calculated using the first Company-disclosed peer group. ** Percentages based on the CEO Compensation Breakdown values.

CEO to Avg NEO Pay: 0.33: 1

AAPL March 10, 2015 Annual Meeting 10 Glass, Lewis & Co., LLC

CEO COMPENSATION BREAKDOWN

FIXEDCash $2.5M

Salary $1.7MBenefits / Other $774,176

Total Fixed $2.5M

PERFORMANCE- BASED

Cash $6.7MSTI Plan (STI) $6.7M

Target/Maximum $3.4M / $6.7M Metrics Net Sales, Operating Income Performance Period 1 year

Total Performance-Based $6.7M

Awarded Incentive Pay $6.7M Total Pay Excluding change in pension value and NQDCE $9.2M

AAPL March 10, 2015 Annual Meeting 11 Glass, Lewis & Co., LLC

PEER GROUP REVIEW 1 2 3 4

THE COMPANY USES TWO PEER GROUPS FOR SETTING PAY LEVELS.

PRIMARY PEER GROUPThis peer group consists of 21 companies. Total NEO compensation is not benchmarked to a specific percentile of this peer group.

MARKET CAP REVENUE CEO COMP 1-YEAR TSR 3-YEAR TSR 5-YEAR TSR

75th PERCENTILE OF PEER GROUP $160.6B $87.4B $39.5M 41.9% 31.0% 29.7%

MEDIAN OF PEER GROUP $127.3B $47.1B $19.6M 24.3% 20.5% 19.6%

25th PERCENTILE OF PEER GROUP $59.9B $25.7B $13.5M 7.0% 12.8% 15.0%

COMPANY$603.3B $182.8B $9.2M 49.4% 22.9% 32.4%

(Highest) (Highest) (13th %ile) (84th %ile) (55th %ile) (83rd %ile)

SECONDARY PEER GROUPThis peer group consists of nine companies. Total NEO compensation is not benchmarked to a specific percentile of this peer group.

MARKET CAP REVENUE CEO COMP 1-YEAR TSR 3-YEAR TSR 5-YEAR TSR

75th PERCENTILE OF PEER GROUP $224.6B $84.0B $20.7M 55.8% 25.5% 25.2%

MEDIAN OF PEER GROUP $126.8B $66.4B $19.5M 37.0% 19.2% 16.2%

25th PERCENTILE OF PEER GROUP $96.2B $30.9B $15.9M 23.1% 11.4% 13.2%

COMPANY$603.3B $182.8B $9.2M 49.4% 22.9% 32.4%

(Highest) (Highest) (Lowest) (68th %ile) (65th %ile) (85th %ile)

1 Market capitalization figures are as of fiscal year end dates. Source: Capital IQ

2 Annual revenue figures are as of fiscal year end dates. Source: Capital IQ

3 Annualized TSR figures are as of fiscal year end dates. Source: Capital IQ

4 Annual CEO compensation data based on the most recent proxy statement for each company.

AAPL March 10, 2015 Annual Meeting 12 Glass, Lewis & Co., LLC

COST OF MANAGEMENT 123

1 Compensation data provided by Equilar, Inc. All rights reserved. For additional information, please contact info@equilar.com.

2 Operating cash flow figures provided by Thomson One Banker and Google Finance.

3 Peer median calculated using Equilar peers, weighted based on strength of connection.

EXECUTIVE COMPENSATION STRUCTURE - SYNOPSIS

FIXED Mr. Cook's base salary increased by more than 20% during the past fiscal year.

SHORT-TERMINCENTIVES

STI PLAN

AWARDS GRANTED (PAST FY) Cash

TARGET PAYOUTS $3,350,000 for the CEO and between $824,176 and $1,718,750for each other NEO*

MAXIMUM PAYOUTS $6,700,000 for the CEO and between $1,608,255 and$3,437,500 for each other NEO*

ACTUAL PAYOUTS $6,700,000 for the CEO and between $81,608,255 and$3,437,500 for each other NEO

Performance is measured over one year.

The compensation committee retains the discretion to reduce individual bonuses based on Companyperformance and individual performance; no such adjustments were made for fiscal 2014.

*Ms. Ahrendts' and Mr. Maestri's bonus opportunities were pro-rated based on the time they servedon the executive team for fiscal 2014.

METRICS FORCASH

OPERATING INCOME NET SALES

Absolute Absolute

Weighting 50% 50%

TargetPerformance $46.81B $173.85B

AAPL March 10, 2015 Annual Meeting 13 Glass, Lewis & Co., LLC

MaximumPerformance $50.06B $180.00B

ActualPerformance $52.50B $182.80B

LONG-TERMINCENTIVES

LTI PLAN

AWARDS GRANTED (PAST FY) PSUs and RSUs

TARGET PAYOUTS PSUs: Between 15,708 and 121,121 shares for each other NEO*

MAXIMUM PAYOUTS PSUs: Between 31,416 and 242,242 shares for each other NEO*

TIME-VESTING PAYOUTS RSUs: Between 129,115 and 672,217 shares for each otherNEO*

*Includes "make-whole" and sign-on awards granted to Ms. Ahrendts, as well as promotional awardsgranted to Mr. Maestri.

PSU awards granted in March and May 2014 vest based on relative TSR performance for theperformance periods ending September 26, 2015 (approximately 50% of award) and September 24,2016 (approximately 50% of award). PSU awards granted to Ms. Ahrendts vest based on relativeTSR measured annually over a three year performance period.

RSU awards vest over three years.

Mr. Cook has not received an equity grant since 2011. Mr. Oppenheimer did not receive a long-termequity award during the most recently completed fiscal year.

Metrics below reflect awards granted to NEOs other than Messrs. Cook and Oppenheimer.

METRICS FORPSUS

RELATIVE TSR

Relative to S&P 500 Companies

Weighting 100%

ThresholdPerformance 25th %ile

TargetPerformance 55th %ile

MaximumPerformance 85th %ile

ONE-TIME AWARDS

NEO TYPE OFPAYMENT AWARD PERF.

PERIODVESTING

PERIOD VALUE

Luca Maestri Promotion RSU N/A 3 years $2,600,610

Promotion PSU 3 years N/A $1,734,245

AngelaAhrendts Sign-on Make Whole

RSU N/A 3 years $37,000,031

Sign-on New Hire RSU N/A 3 years $19,800,385

Sign-on New Hire PSU 3 years N/A $13,200,780

Sign-on Cash N/A N/A $500,000

AAPL March 10, 2015 Annual Meeting 14 Glass, Lewis & Co., LLC

GLASS LEWIS ANALYSIS

This proposal seeks shareholder approval of a non-binding, advisory vote on the Company's executive compensation.Glass Lewis believes firms should fully disclose and explain all aspects of their executives' compensation in such a waythat shareholders can comprehend and analyze the company's policies and procedures. In completing our assessment,we consider, among other factors, the appropriateness of performance targets and metrics, how such goals and metricsare used to improve Company performance, the peer group against which the Company believes it is competing, whetherincentive schemes encourage prudent risk management and the board's adherence to market best practices.Furthermore, we also emphasize and evaluate the extent to which the Company links executive pay with performance.

We note the following concerns with the structure of the Company's compensation programs:

VARIABLE COMPENSATION

Vesting Below Median Under the LTI plan, executives become eligible to receive awards if the Company's relative performance is below the 50thpercentile of the designated peer group over the performance period. Namely, executives are eligible to receive 25% oftarget PSUs awards if the Company achieves relative TSR in the 25th percentile, as compared to companies in the S&P500. As such, NEOs are rewarded even if the Company underperforms the market.

Single Metric We believe that shareholders should be concerned that for performance-based equity granted in fiscal 2014 the Companyuses only one performance metric (relative TSR) under the LTI plan. We believe measuring a company's performance withmultiple metrics serves to provide a more complete picture of the Company's performance than a single metric and thatthis compensation strategy may focus too much management attention on a single target. However, we do recognize theselected metric (relative TSR) is based on the Company's shareholder returns relative to peers and is complemented bythe operating metrics used for the STI plan.

Performance Period of Long-Term Awards Granted in Fiscal 2014PSUs granted in fiscal 2014 to Messrs. Maestri, Cue and Williams under the Company's long-term incentive plan have aperformance period of less than three years. Further, PSUs granted to Ms. Ahrendts are measured annually over athree-year period. Given the short performance period, these awards may fail to fully reflect the long-term performance ofthe Company. In this case, we acknowledge the Company intends to grant performance awards with three-yearperformance periods going forward, and the Company granted performance awards in fiscal 2014 with shorterperformance periods in order to transition to three-year cycles. As such, we believe shareholders should consider theCompany's aim to lengthen the period used to assess performance a positive step towards capturing a more completemeasure long-term financial performance.

OTHER ISSUES

Excessive Sign-On Payment In the past fiscal year, the Company recruited Ms. Ahrendts from outside the firm, granting sign-on payments that, inGlass Lewis' opinion, are excessive. As outlined in the One-Time Awards table above, Ms. Ahrendts receivedapproximately $37 million in make-whole equity awards, a $33 million new hire RSU award and a hire-on bonus of$500,000. While we acknowledge 40% of the new-hire RSUs are attached to relative TSR performance measured overone-year periods, we believe shareholders should question the nature of this payment and if it is the best use of theCompany's capital. Further, the fact that the Company feels such a payment is necessary to recruit an external executivecan be an indication of poor succession planning by the board.

2014 PAY FOR PERFORMANCE : B

As indicated by Glass Lewis' pay-for-performance model, the Company has adequately aligned executive pay andcorporate performance. At this point in time, Glass Lewis has not identified pay-for-performance issues with this Companythat should be of substantial concern to shareholders.

AAPL March 10, 2015 Annual Meeting 15 Glass, Lewis & Co., LLC

CONCLUSION

As discussed in previous Proxy Papers, prior to fiscal 2014 the Company granted solely time-vesting equity awards on abiennial basis. However, the Company discloses in its most recent proxy statement that the compensation committee willgrant equity awards on an annual basis beginning in fiscal 2015. In addition, during fiscal 2014, the Company grantedperformance-based awards to each of its NEOs (excluding Mr. Cook). While we believe shareholders should beconcerned that the performance periods attached to 2014 long-term equity awards may fail to fully reflect the long-termperformance of the Company, we recognize that the Company intends to move towards three-year performance periods.Overall, we believe shareholders should be encouraged by the changes the committee intends to implement going forward.

We believe shareholders should be mindful of certain one-time awards granted during the most recently completed fiscalyear. As displayed above, Ms. Ahrendts received sizable sign-on awards. While we acknowledge that a reasonable levelof initial awards to new executives may be warranted, we believe shareholders should question the Company's decisionto grant Ms. Ahrendts both a "make-whole" RSU award valued at approximately $37 million, which was intended toreplace Ms. Ahrendts' awards from Burberry, and a new hire RSU valued at approximately $33 million.

While we believe shareholders should be aware of the areas of concern noted above, we note that the Company alignedexecutive compensation with performance, as indicated by our pay-for-performance analysis. In the aggregate, webelieve shareholders can reasonably support this proposal at this time.

Accordingly, we recommend that shareholders vote FOR this proposal.

AAPL March 10, 2015 Annual Meeting 16 Glass, Lewis & Co., LLC

4.00: AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN

PROPOSAL REQUEST: Approval of amendment to the Employee Stock PurchasePlan

RECOMMENDATIONS & CONCERNS:

PRIOR YEAR VOTE RESULT (FOR): N/A FOR- NO CONCERNS

BINDING/ADVISORY: Binding

REQUIRED TO APPROVE: Majority of votes cast

SUMMARY OF PROPOSED PLAN

PLANFEATURES

Plan Title Employee Stock Purchase Plan

Shares Requested 50,000,000

Potential Dilution 0.85% as of January 9, 2015

Eligible Participants Employees

Administrators Compensation committee

Purchase Price 85% of fair market value

Lookback Feature? Yes

Limits Individual annual maximum of $25,000

GLASS LEWIS ANALYSIS

Glass Lewis generally supports employee stock purchase programs, as we believe they align the interests of employeesand shareholders and encourage a sense of ownership at companies.

Since, to the best of our knowledge, the Company has not disclosed previous annual purchase activity, we are unable torun a quantitative analysis of this plan. However, we note that the Company currently has roughly 7.6 million sharesavailable for issuance under the plan as of January 5, 2015, compared to 12.6 million a year prior. Having reviewed thequalitative terms and the number of shares requested, we have found no reason to believe that the Company will use itsequity in an unreasonable manner under this plan.

Accordingly, we recommend that shareholders vote FOR this proposal.

AAPL March 10, 2015 Annual Meeting 17 Glass, Lewis & Co., LLC

5.00:

SHAREHOLDER PROPOSAL REGARDING RENEWABLE ENERGYAND CLIMATE CHANGE POLICY RISK

PROPOSAL REQUEST: That the Company report on risks associated withpossible changes in U.S. government policies relating toclimate change and/or renewable energy

SHAREHOLDER PROPONENT: The National Center for PublicPolicy Research

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - NO CONCERNS

GLASS LEWIS REASONING

We believe that adoption of this proposal is unnecessary at this time, as the requested disclosure would not add meaningfullyto shareholders' understanding of the risks faced by the Company with respect to renewable and climate change policychanges, particularly given the Company significant disclosure regarding its environmental risks and initiatives; andGiven the proponent's lack of demonstration that the Company has acted in an illegal or egregious manner with respect to itsinvestments in renewable energy or its responsiveness to energy policy changes, we do not believe that adoption of thisproposal is warranted.

PROPOSAL SUMMARY

Text of Resolution- RESOLVED: Shareholders request that the Board of Directors authorize the preparation of a report, tobe issued by December 2015, at a reasonable cost and excluding proprietary information, disclosing the risk to thecompany posed by possible changes in federal, state or local government policies in the United States relating to climatechange and/or renewable energy.

Proponent's Perspective

The SEC has recognized that climate change regulations, policyand legislation pose a business risk to companies; Federal, state, and/or local government policies, adopted in wholeor in part due to climate change concerns, that subsidizerenewable energy and upon which the Company's business plansrely may be repealed or altered, some that may be significant andthat may come with little advance notice to the Company; The Company has made renewable energy a priority, with 16% ofits electricity received from solar panels and fuel cells that run onbiogas; North Carolina, where the Company has made significantrenewable energy investments, may soon repeal its law providingadvantages for renewable energy production; andSubsidies and policies favorable to renewable energy are beingchallenged at the state and federal level, where renewal of theapproximately $12 billion wind production tax credit is challengedannually and in the past has only been renewed at the very lastminute, following closed-door negotiations with lawmakers.

Board's Perspective

Adoption of this proposal would result in the production of anarrowly focused report that would yield an incomplete andtherefore inaccurate analysis fo the Company's exposure to risksassociated with changes in government policies with respect toclimate change and renewable energy; This proposal is requesting that the Company spend valuabletime and limited resources analyzing hypothetical changes inU.S. federal, state or local government policies;The Company has already presented an analysis of the risks andopportunities associated with climate change on its website andin its public filings with the SEC, as well as in its response to theCarbon Disclosure Project's questionnaire, thus the requestedreport would provide little to no additional value; The Company believes climate change caused by emissionsfrom burning fossil fuels is a real problem and has committed toreducing its carbon footprint; The Company provides detailed information on its renewableenergy and sustainability efforts in its annual EnvironmentalResponsibility Report; The report requested by this proposal would focus on onedomestic aspect of potential climate change risk, an approachwhich would distort the global realities of climate change risk forthe Company and its shareholders; The Company continually evaluates its reliance on bothtraditional and alternative energy sources and regularly makesdecisions mitigate its exposure to potential price increases,supply shortages, and changes to federal, state and localgovernment policies related to the environment; The Company's public filings and reports already providesubstantial disclosure regarding its approach to renewableenergy and sustainability; and

AAPL March 10, 2015 Annual Meeting 18 Glass, Lewis & Co., LLC

The fulsome disclosure already available in the Company's publicfilings and on its website are more than adequate to address theunderlying issues outlined in this proposal, thus production of therequested report would not be an efficient use of the Company'sresources or an effective way to protect shareholder value.

GLASS LEWIS ANALYSIS

In general, we believe it is prudent for management to assess its potential exposure to all risks, including environmentalissues and regulations pertaining thereto in order to incorporate this information into its overall business risk profile. Whenthere is no evidence of egregious or illegal conduct that might suggest poor oversight or management of environmental orsocial issues that may threaten shareholder value, Glass Lewis believes that the management and reporting ofenvironmental issues associated with business operations are generally best left to management and the directors whocan be held accountable for failure to address relevant risks on these issues when they face re-election.

Glass Lewis believes that investors should take a look at proposals such as this on a case by case basis in order todetermine if the requested report will clearly lead to an increase in shareholder value. In this case, the proponentrequests that the Company produce a report discussing the risk posed by possible changes in federal, state or local U.S.government policies relating to climate change and/or renewable energy. Without evidence that the Company hasseverely mismanaged these issues and given the Company's already significant disclosure in this area, we believe thatthese issues are best left to the board and management, who have more information concerning its operations and arethus in a better position to accurately judge how certain initiatives will affect the Company.

INVESTMENT IN RENEWABLE ENERGY

The Company has made significant investments in renewable energy in the last several years. The Company has astated goal of powering all if its facilities by renewable energy. In 2014, its corporate campuses and data centers were at94% renewable (up from 35% in 2010). Several other technology companies have also taken steps to increase theirusage of renewable energy; Facebook and Google have both stated a desire to run completely on renewable energy(Steven Levy. "Apple Aims to Shrink its Carbon Footprint With New Data Centers." Wired. April 21, 2014). Further, inFebruary 2015, the Company announced an $848 million investment in a solar farm in a partnership with First Solar Inc.(Tim Higgins."Apple Clinches $850 Million Deal with First Solar for Renewable Energy." Bloomberg Business. February10, 2015).

COMPANY DISCLOSURE

The Company provides significant information concerning, among other things, its environmental initiatives and climatechange, more broadly on its website. In 2014, the Company also provided a response to the Carbon Disclosure Project("CDP"), which received a disclosure score of 99 out of 100. According to the CDP, its scoring assesses the level of detailand comprehensiveness of disclosure. The Company also discusses the risks associated with its operations in its mostrecent 10K filing. Among these risks, the Company identifies as a risk factor changes in laws and regulations, worldwide,that could increase the Company's costs and individually or in the aggregate adversely affect the Company's business.Specifically, the Company states that compliance with the laws and regulations and similar requirements may be onerousand expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance anddoing business (2014 10K, pp.14-15). Additionally, the Company states that it "continually evaluates its reliance on bothtraditional and alternative energy sources and regularly makes decisions to mitigate the Company's exposure to potentialprice increases, supply shortages and changes to federal, state and local government policies related to the environment"(2015 DEF14A, p.63).

THE PROPONENT

It should be noted that this proposal, ostensibly seeking more information on climate change policy risk, should becarefully reviewed by socially responsible investors. The proponent of this proposal, the National Center for Public PolicyResearch ("NCPP"), has previously submitted proposals that have caused some controversy on account of its views ofcorporate social responsibility. The NCCP describes itself as a "conservative think tank and policy institute coveringCongress, insider political information, global warming and the environment, legal reform, Social Security, and campaignreform." A division of the NCPP, the Free Enterprise Project, routinely engages with companies on these issues, often byquestioning executives at annual meetings or through the submission of shareholder proposals. For example, in 2013, aNCPP representative challenged Duke Energy's CEO about his support of renewable energy legislation (John Downey." Duke Energy's Jim Rogers Opposes Repeal of NC Renewable-Energy Law." Charlotte Business Journal. May 2, 2013).Three years prior, the NCPP presented a shareholder proposal at Duke Energy requesting that it account for all of its

AAPL March 10, 2015 Annual Meeting 19 Glass, Lewis & Co., LLC

lobbying efforts in support of federal cap-and-trade programs to control carbon dioxide emissions (John Downey. "DukeEnergy Criticized for Supporting Carbon Regs." Charlotte Business Journal. May 6, 2010). Additionally, the NCPP is amember of Cooler Heads Coalition, which is "focused on dispelling the myths of global warming by exposing flawedeconomic, scientific and risk analysis" and it has issued press releases lauding companies that have criticized tradeassociations that promote sustainability initiatives.

The proponent caused significant controversy at the Company's 2014 annual meeting, where it had submitted ashareholder proposal requesting that the Company prepare a report disclosing its membership in and payments to tradeassociations or organizations that promote sustainability; the proposal was defeated, receiving just 2.1% support,excluding abstentions and broker non-votes. At this meeting, the proponent asked CEO Tim Cook if he "was willing toamend Apple's corporate documents to indicate that the company would not pursue environmental initiatives that havesome sort of reasonable return on investment." Mr. Cook responded stating that return on investment was not the primaryconsideration for a number of issues, including those related to the environment, worker safety and other areas that don'thave an immediate profit. According to Cook, the Company does "a lot of things for reasons besides profit motive. Wewant to leave the world a better place than we found it," and further told the proponent to "get out of this stock" if it waslooking to do things for only return on investment reasons (Steve Denning. " Why Tim Cook Doesn't Care About 'TheBloody ROI.' " Forbes. March 7, 2014.) As such, we believe that shareholders should consider the proponent's history withthe Company when considering the merits and intention of this proposal.

CONCLUSION

We believe that adoption of this proposal is not warranted, as the requested disclosure would not add meaningfully toshareholders' understanding of the risks faced by the Company with respect to renewable and climate change policychanges, particularly given the Company significant disclosure regarding its environmental risks and initiatives. Moreover,given the proponent's lack of demonstration that the Company has acted in an illegal or egregious manner with respect toits investments in renewable energy or its responsiveness to energy policy changes, we do not believe that adoption ofthis proposal is warranted.

Accordingly, we recommend that shareholders vote AGAINST this proposal.

AAPL March 10, 2015 Annual Meeting 20 Glass, Lewis & Co., LLC

6.00: SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS

PROPOSAL REQUEST: That the Company allow holders of 3% of shares for 3years the ability to nominate director candidates tomanagement's proxy

SHAREHOLDER PROPONENT: James McRitchie and JohnHarrington

BINDING/ADVISORY: Precatory

PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast

RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - NO CONCERNS

At the Company's 2014 annual meeting the same proponent submitted a related resolution requesting that the Companygrant a proxy access right for shareholdings owning at least 1% of shares, but not more than 5% of shares, for two yearsor for any party of 25 or more shareholders who have each continuously held at least $2,000 in the Company's stock, andcollectively at least 1% but no more than 5% of the Company's shares, for one year; it received 4.5% shareholdersupport, excluding abstentions and broker non-votes.

GLASS LEWIS REASONING

We believe that the terms of this proposal are overly prescriptive and do not provide for certain importantprotections; andGiven the Company's responsiveness to shareholders, its recent history with activist investors, the problematicterms of this proposal and the Company's stated intention to engage with shareholders on this issue, we are notconvinced that adoption of this proposal is in the Company's or its shareholders' best interests at this time.

PROPOSAL SUMMARY

Text of Resolution- Shareholders ask the Apple Inc. board, to the fullest extent permitted by law, to amend our governingdocuments to allow shareholders to make board nominations as follows:

The Company proxy statement, form of proxy, and voting instruction forms shall include, listed with the board’snominees, alphabetically by last name, nominees of any part of one or more shareholders that has collectively held,continuously for three years, at least three percent of the Company’s securities eligible to vote for the election ofdirectors.

1.

For any board election, no shareowner may be a member of more than one such nominating party. Board membersand officers of the Company may not be members of any such nominating party of shareholders.

2.

Parties nominating under these provisions may collectively make nominations numbering up to 25% of thecompany’s board of directors but no single party of shareholders may nominate more than one director.

3.

Preference will be shown to groups holding the greatest number of the Company’s shares for at least three years.4.Nominees may include in the proxy statement a 500 word supporting statement.5.Each proxy statement or special meeting notice to elect board members shall include instructions for nominatingunder these provisions, fully explaining all legal requirements for nominators and nominees under federal law, statelaw and the company’s governing documents.

6.

Proponent's Perspective

The right of shareholders to nominate board candidates isfundamental to good corporate governance and boardaccountability; The Company's long-term shareholders should have a meaningfulvoice in nominating and electing directors; This proposal adopts 3% and 3-year eligibility thresholds; Limiting shareholder-nominated candidates to 25% of the board(two positions) and one candidate per non-overlapping nominatinggroup means control remains with board nominees; Under this proposal, it would take 10 investors with holdingssimilar to CalPERS to form one nominating group, and noshareholders from that group could also participate in a secondnominating group; Rather than independent directors, shareholders need directors

Board's Perspective

The Company is a leader in corporate governance and hasdemonstrated its willingness to listen and respond to theconcerns of its shareholders, as evidenced by its adoption of itsdeclassified board, majority voting and its elimination of theboard's blank check authority to issue preferred stock; The Company intends to study and discuss proxy access with itsshareholders, as it believes that any proxy access provisionadopted by the Company should be thoughtfully designed toprotect the best interests of shareholders and mitigate the risk ofabuse of the procedure; The terms of this proposal do not address any protections relatedto the independence of a shareholder nominee or information tobe provided to the Company with respect to a nomination;This proposal does not require nominating shareholders to retain

AAPL March 10, 2015 Annual Meeting 21 Glass, Lewis & Co., LLC

Rather than independent directors, shareholders need directorswho are dependent on and accountable to those who elect them; The Council of Institutional Investors supports proxy access; andThe board should enact proxy access during good times, ratherthan waiting for a crisis.

This proposal does not require nominating shareholders to retainvoting and investment power of the shares they must own toestablish eligibility to nominate a director, allowing a shareholderto have a net short position in the Company's stock and still beentitled to make a nomination; This proposal does not require nominating shareholders to retainownership of their shares through the meeting date, which wouldenable a shareholder to sell off its shares prior to the meetingdate, potentially creating a misalignment between the interests ofthe nominating shareholder and the Company's othershareholders; This proposal does not require that nominating shareholderscertify that they are not seeking to effect a change in control ofthe Company; The terms of this proposal require the Company to list nomineesalphabetically by name, thus mixing nominees selected by theboard with nominees who may be put forward to serve a narrowand specific agenda; The Company's nominating committee currently helps the boardidentify qualified nominees, which includes consideringcandidates proposed by shareholders, and this committee is wellpositioned to assess the particular qualifications of potentialdirector nominees and determine whether they will contribute toan effective board;The Company's directors have a fiduciary duty to act in the bestinterests of the Company and its shareholders, a duty which isnot help by the shareholders who this proposal would allow tonominate director candidates; Rather than needing "directors who are dependent on andaccountable to those who elect them," as asserted by theproponent, the board believes that the Company needsindependent directors who are accountable to all shareholders; The proponent has noted in his own blog that California corporatelaw has published the view that proxy access must beimplemented in the articles of incorporation, not in the bylaws,thus not allowing the Company to implement this proposal asproposed because shareholder approval is first required beforeamending its articles of incorporation; A proper proxy access framework would be thoughtfullydesigned and would include features, such as independencerequirements, that would protect the interests of all theCompany's shareholders.

GLASS LEWIS ANALYSIS

Glass Lewis believes that, because directors serve as shareholders' representatives on the boards of companies in whichshareholders invest, the election of directors is the most important proposal on which shareholders vote. Through theirvotes, shareholders can hold directors accountable and remove directors that fail to adequately represent shareholders'interests in overseeing management and ultimately working to increase shareholder returns. We believe thatshareholders should not only be able to remove poorly performing directors, but should also be able to nominate newdirectors who they believe would better represent their interests and those of other shareholders. We believe that in thoselimited cases where a majority of shareholders reject a director through the vote at a shareholder meeting, the directorshould resign; we similarly believe that where a significant long-term shareholder believes the board's director selectionprocess has not served shareholders well, it is reasonable to allow that shareholder to exercise judgment in nominating anew director. We believe shareholder would exercise the nomination right rarely, and rarer still would be the actualelection of a dissident director, as other shareholders would need to vote in support of the dissident's director nominee atthe company.

However, we recognize that contested director elections are distracting, expensive and time-consuming to a company andits directors. The very low likelihood of an unqualified, agenda-driven dissident candidate does not lessen the concern thatthe nomination of a director not supported by the current board can distract management and the board from focusing onthe strategy of the company as they strive to fend off the dissident director and save their positions. Therefore, webelieve a careful balance must be struck between allowing significant, long-term shareholders to nominate directorsagainst discouraging nominations by small, short-term shareholders with investment or other goals potentially contrary tothose of the majority of shareholders. We therefore recognize the need for appropriate minimum ownership and/orholding-period thresholds to safeguard against misuse of the nomination process afforded by insufficient thresholds. As

AAPL March 10, 2015 Annual Meeting 22 Glass, Lewis & Co., LLC

such, when reviewing proposals seeking to grant shareholders the right to nominate director candidates, we typicallyconsider the following factors:

Company size; The shareholder proponent and their rationale for putting forth the proposal at the target company; The percentage ownership requested and holding period requirement; Shareholder base, in both percentage of ownership and type of shareholder (e.g., hedge fund, activist investor,mutual fund, pension fund, etc.);Responsiveness of board and management to shareholders evidenced by progressive shareholder rights policies(e.g., majority voting, declassified board structure, etc.) and reaction to shareholder proposals; Board independence, leadership and diversity of skills, backgrounds, experience, tenure, etc.;Company performance and steps taken to improve poor performance (e.g., new executives/directors, spin-offs,etc.); Existence of anti-takeover protections or other entrenchment devices; and Opportunities for shareholder action (e.g., ability to act by written consent or right to call a special meeting).

For detailed information on this topic, including a brief history of proxy access in the United States and empirical evidenceon the impact of proxy access on shareholder value and corporate governance, please see Glass Lewis' In-Depth: ProxyAccess.

COMPANY ANALYSIS

Glass Lewis generally supports the adoption of proxy access with sufficient protections, such as minimum ownership andholding thresholds like the 3% for three year thresholds requested here, since we believe shareholders should have theright to nominate their own representatives to boards. However, in this case, we believe that the terms of this proposal aretoo prescriptive, specifically, the provision that nominees be "listed with the board's nominees, alphabetically by lastname." We believe this requirement adds unnecessary confusion for shareholders regarding the distinction between themanagement and shareholder nominees in the meeting materials and ballot.

We realize that this is a precatory proposal, and thus is not binding upon the company if passed. Nevertheless, since theprescriptive terms of this proposal are in the resolved clause of this proposal (i.e., what the proponent is askingshareholders to vote on and the Company to implement), and not just a part of the proponent's supporting statement, webelieve these aspects of the proposal are fundamental to the proponent's request and should be judged accordingly.Additionally, we are concerned that the proposal lacks certain protections originally provided by the SEC in its proxyaccess rulemaking (which was later overturned) and that is commonly seen in other proposals of this nature, such asprovisions assigning liability to the nominator for any legal violations and requiring the nominator to ensure that, to thebest of its knowledge, the shares required for submission of a nominee were acquired in the ordinary course of businessand not to change or influence control of the company. These protections are lacking in this proposal.

The Company states that it is looking into proxy access and that it will confer with its shareholders as to what proxyaccess rules may be appropriate for a company of its size and nature. Particularly given the Company's increasingresponsiveness to shareholders (evidenced by its recent adoption of majority voting and share repurchase activity) and itspositive financial performance, we do not believe that adoption of this proposal is necessary at this time. Moreover, theCompany provides shareholders with the ability to call a special meeting (at a relatively low threshold of 10%) and theability to act by written consent, thus giving shareholders mechanisms by which they may access the board and effectchange at the Company. Further, the Company has an independent chairman, ensuring that independent boardleadership on behalf of shareholders.

Additionally, despite its size and success, the Company has been targeted by activist shareholders, most recently andnotably, Carl Icahn. Given the above, as well as the problematic crafting of this proposal, we do not believe thatshareholders should support this resolution at this time. However, we do believe the Company could reasonably constructproxy access rules that are more fitting to its corporate structure and shareholder base, and thus will continue tomonitor the Company's actions and communications with respect to this issue.

Accordingly, we recommend that shareholders vote AGAINST this proposal.

AAPL March 10, 2015 Annual Meeting 23 Glass, Lewis & Co., LLC

COMPETITORS / PEER COMPARISON

APPLE INC. GOOGLE INC. ORACLECORPORATION

HEWLETT-PACKARDCOMPANY

Company Data (MCD)Ticker AAPL GOOGL ORCL HPQClosing Price $127.08 $536.72 $43.90 $38.84 Shares Outstanding (mm) 5,824.7 678.4 4,391.4 1,834.1 Market Capitalization (mm) $740,209.0 $363,580.0 $192,781.0 $71,235.7 Enterprise Value (mm) $757,134.0 $358,715.0 $209,503.0 $76,023.7 Latest Filing (Fiscal Period End Date) 12/27/14 09/30/14 11/30/14 10/31/14

Financial Strength (LTM) Current Ratio 1.1x 4.5x 4.3x 1.1x Debt-Equity Ratio 0.30x 0.09x 0.68x 0.72x

Profitability & Margin Analysis (LTM) Revenue (mm) $199,800.0 $67,911.0 $38,822.0 $111,454.0 Gross Profit Margin 39.3% 58.1% 61.5% 23.9% Operating Income Margin 29.7% 23.0% 39.1% 7.9% Net Income Margin 22.3% 19.2% 28.1% 4.5% Return on Equity 35.1% 14.2% 23.7% 18.3% Return on Assets 15.2% 8.4% 10.3% 5.3%

Valuation Multiples (LTM) Price/Earnings Ratio 17.2x 28.6x 18.3x 14.8x Total Enterprise Value/Revenue 3.8x 5.3x 5.4x 0.7x Total Enterprise Value/EBIT 12.8x 23.0x 13.8x 8.6x

Growth Rate* (LTM) 5 Year Revenue Growth Rate 33.7% 24.5% 10.8% -0.5% 5 Year EPS Growth Rate 38.2% 19.3% 16.0% -3.6%

Stock Performance (MCD) 1 Year Stock Performance 63.5% -2.5% 20.3% 35.8% 3 Year Stock Performance 77.2% 85.1% 54.5% 39.3% 5 Year Stock Performance 339.2% 98.0% 84.0% -21.5%

Source: Capital IQ

MCD (Market Close Date): Calculations are based on the period ending on the market close date, 02/17/15. LTM (Last Twelve Months): Calculations are based on the twelve-month period ending with the Latest Filing. *Growth rates are calculated based on a compound annual growth rate method. A dash ("-") indicates a datapoint is either not available or not meaningful.

AAPL March 10, 2015 Annual Meeting 24 Glass, Lewis & Co., LLC

VOTE RESULTS FROM LAST ANNUAL MEETING FEBRUARY 28, 2014

Source: 8-K dated March 5, 2014

ELECTION OF DIRECTORSNO. PROPOSAL VOTES WITHHELD/AGAINST GLC REC1.1 Elect William V. Campbell 1.91% For

1.2 Elect Timothy D. Cook 1.18% For

1.3 Elect Millard S. Drexler 2.08% For

1.4 Elect Albert A. Gore, Jr. 2.93% For

1.5 Elect Robert A. Iger 1.21% For

1.6 Elect Andrea Jung 3.47% For

1.7 Elect Arthur D. Levinson 1.73% For

1.8 Elect Ronald D. Sugar 1.18% For

EXECUTIVE COMPENSATION

NO. FOR AGAINST ABSTAIN BROKERNON-VOTES 1 YEAR 2 YEARS 3 YEARS GLC

REC 6.0 Advisory Vote on Executive Compensation

467,068,345 14,821,715 6,199,282 224,158,837 N/A N/A N/A For 7.0 2014 Employee Stock Plan

448,891,427 36,857,353 2,340,562 224,158,837 N/A N/A N/A For

OTHER ITEMS

NO. PROPOSAL FOR AGAINST ABSTAIN BROKERNON-VOTES GLC REC

2.0 Technical Amendment toArticles 483,592,782 2,502,519 1,993,537 224,158,837 For

3.0 Eliminate Blank CheckAuthority to IssuePreferred Stock

482,637,622 3,872,558 1,579,162 224,158,837 For

4.0 Establish a Par Value forthe Company's CommonStock of $0.00001 PerShare

698,057,178 7,562,831 6,628,170 0 For

5.0 Ratification of Auditor 705,481,133 3,511,751 3,255,295 0 For 8.0 Shareholder Proposal

Regarding Formation ofHuman RightsCommittee

26,367,755 434,915,320 26,806,251 224,158,837 Against

9.0 Shareholder ProposalRegardingSustainability-RelatedTrade AssociationMemberships

9,040,270 424,889,535 54,159,537 224,158,837 Against

10.0 Shareholder ProposalRegarding ShareBuybacks

N/A N/A N/A N/A Abstain

11.0 Shareholder ProposalRegarding Proxy Access 20,501,016 461,103,814 6,484,096 224,158,837 Against

AAPL March 10, 2015 Annual Meeting 25 Glass, Lewis & Co., LLC

APPENDIX

Questions or comments about this report, GL policies, methodologies or data? Contact your client service representative or go towww.glasslewis.com/issuer/ for information and contact directions.

DISCLOSURES

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This report is intended to provide research, data and analysis of proxy voting issues and, therefore, should not be relied upon as investment advice.Glass Lewis analyzes the issues presented for shareholder vote and makes recommendations as to how Glass Lewis believes institutional shareholdersshould vote their proxies, without commenting on the investment merits of the securities issued by the subject companies. Therefore, none of GlassLewis’ proxy vote recommendations should be construed as a recommendation to invest in, purchase, or sell any securities or other property. Moreover,Glass Lewis’ proxy vote recommendations must be construed solely as statements of opinion, and not as statements of fact, and may be revised basedon additional information or any other reason at any time.

The information contained in this report is based on publicly available information. While Glass Lewis exercises reasonable care to ensure that allinformation included in this report is accurate and is obtained from sources believed to be reliable, no representations or warranties express or implied,are made as to the accuracy or completeness of any information included herein. In addition, Glass Lewis shall not be liable for any losses or damagesarising from or in connection with the information contained herein or the use or inability to use any such information.

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LEAD ANALYSTS Governance: Greg WatersShareholder Proposals: Courteney KeatingeCompensation: Alexandra Kiel

AAPL March 10, 2015 Annual Meeting 26 Glass, Lewis & Co., LLC

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY EQUILAR AAPLGoogle* Oracle Corporation* Intel Corporation* Amazon.com Inc.* Cisco Systems, Inc.* Hewlett-Packard Company* Microsoft Corporation* The Walt Disney Company* International Business Machines Corporation* QUALCOMM Incorporated* CBS Corporation* AT&T, Inc.* Viacom, Inc.* EMC Corporation* Verizon Communications Inc.*

Time Warner Cable Inc. Comcast Corporation Time Warner Inc. Twenty-First Century Fox, Inc. DIRECTV eBay Inc.

*ALSO DISCLOSED BY AAPL

AAPL March 10, 2015 Annual Meeting 27 Glass, Lewis & Co., LLC