Proration clause samples

Proration. The Paying Agent will determine the proration factor following the Expiration Date, if required. Subject to adjustments to avoid the purchase of fractional Shares, the proration factor will be based on the ratio of (i) 9,300,000 (or, if we increase the number of Shares accepted for payment in the Offer as described above, the increased aggregate number of Shares to be purchased pursuant to the Offer) minus the aggregate number of Shares to be purchased from Odd Lot Holders to (ii) the total number of Shares properly tendered and not properly withdrawn by all stockholders (other than Odd Lot Holders). The number of Shares accepted for purchase for each stockholder (other than Odd Lot Holders) will equal the number of Shares validly tendered by each stockholder multiplied by the proration factor. We will announce the final proration factor and commence payment for any Shares purchased pursuant to the Offer no later than five business days after the Expiration Date. The preliminary results of any proration will be announced through the public filing of an amendment to the Schedule TO as promptly as practicable after the Expiration Date.

If there are sufficient remaining funds pursuant to the Aggregate Maximum Repurchase Amount to purchase some, but not all of the Securities of a series, the number or amount of Securities purchased in that series may be subject to proration. In addition, the amount of 2045 Notes purchased may be subject to proration if the acceptance for purchase of 2045 Notes up to the Aggregate Maximum Repurchase Amount would result in the 2045 Notes Cap being exceeded, in which case we will purchase 2045 Notes based on a proration factor calculated as described below.

1. Number of Shares; Proration. Upon the terms and subject to the conditions of the Offer, we will purchase up to $50 million in value of Shares, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date at a price not greater than $7.94 nor less than $7.24 per Share, to the seller in cash, less any applicable withholding taxes and without interest (such purchase price, as finally determined by us in accordance with the terms of the Offer, the “Final Purchase Price”). Upon the terms and subject to the conditions of the Offer, if, based on the Final Purchase Price, Shares having an aggregate value of less than or equal to $50 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn.

16. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the Shares purchased. See Section 1 and Section 13 of the Offer to Purchase.

Proration. If proration of tendered Shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each shareholder tendering Shares (excluding Odd Lot Holders) will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by such shareholder to the total number of Shares properly tendered and not properly withdrawn by all shareholders (excluding Odd Lot Holders) at or below the Final Purchase Price, subject to the provisions governing conditional tenders described in Section 6 and adjustment to avoid the purchase of fractional Shares. Because of the time required to accurately determine the number of Shares properly tendered and not withdrawn, the conditional tender procedure described in Section 6 and the guaranteed delivery procedure described in Section 3, we expect that we will not be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. After the Expiration Date, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain such information from their brokers.

16.Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders may designate the order in which their Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the Shares purchased. See Section 1 and Section 14 of the Offer to Purchase.

The Offer will expire at 5:00 p.m., New York City time, on April 24, 2017, unless and until the Fund, in its sole discretion, shall have extended the period of time during which the Offer will remain open. See Section 15 for a description of the Fund’s right to extend, delay, terminate or amend the Offer. In the event of an over-subscription of the Offer as described below, shares tendered will be subject to proration. The proration period and, except as described herein, withdrawal rights, expire on the Expiration Date.

Proration. If the Offer is over-subscribed, the Fund will not purchase all of the shares that a stockholder tenders in the Offer. In the event the Offer is over-subscribed, shares tendered will be subject to proration. If proration of tendered shares is required, the Fund will determine the proration factor as soon as practicable following the Expiration Date. Subject to rounding adjustment to avoid the purchase of fractional shares, proration for each stockholder that tenders shares will be based on the ratio of the total number of shares validly tendered and not properly withdrawn by the stockholder to the total number of shares validly tendered and not properly withdrawn by all stockholders.

5.Order of Purchase in the Event of Proration. As described in Section 1 of the offer to purchase, stockholders may specify the order in which their shares of common stock are to be purchased in the event that, as a result of proration, the Fund purchases some but not all of the tendered shares pursuant to the terms of the Offer. The order of purchase may have an effect on the federal income tax treatment of any gain or loss on the shares that the Fund purchases. See Sections 1, 5 and 14 of the offer to purchase.

Upon the terms and subject to the conditions of each of the Offers, we will purchase the Securities in an amount that will not result in an aggregate purchase price therefor that exceeds the Aggregate Maximum Repurchase Amount of $550,000,000 and, with respect to the 2045 Notes, would not result in an aggregate purchase price for the 2045 Notes exceeding the 2045 Notes Cap of $100,000,000, as are validly tendered and not validly withdrawn in accordance with Section 4, before the scheduled Expiration Date of the applicable Offer, at the Offer Price, plus Accrued Dividends and Interest, if any, with respect to any Securities accepted for purchase in any of the Offers up to, but not including, the date such Securities are purchased. Our acceptance of any Securities validly tendered in any of the Offers will be subject to the Acceptance Priority Levels and may be subject to proration. See Section 6.

The Offers are subject to the Aggregate Maximum Repurchase Amount, the Acceptance Priority Levels, the 2045 Notes Cap and proration. As a result, depending on the amount of Securities tendered in the Offers or in an individual Offer, we may not accept all of the Securities tendered in the Offers and it is possible that none of the Securities tendered in a particular Offer will be accepted for purchase. Any Securities not accepted will be returned to tendering holders promptly after expiration. See Section 1 and Section 5.

Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered prior to the Expiration Time will be subject to proration. See Section1. As discussed in Section14, the number of shares to be purchased from a particular stockholder may affect the U.S.federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. The conditional tender alternative is made available for stockholders seeking to take steps to have shares sold pursuant to the offer treated as a sale or exchange of such shares by the stockholder, rather than a distribution to the stockholder, for U.S.federal income tax purposes. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum number of the stockholder’s shares tendered pursuant to a Letter of Transmittal must be purchased if any shares tendered are purchased. Any stockholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased from the stockholder in order for the stockholder to qualify for sale or exchange (rather than distribution) treatment for U.S.federal income tax purposes. Stockholders are urged to consult with their tax advisors. No assurances can be provided that a conditional tender will achieve the intended U.S.federal income tax result in all cases. Notwithstanding the general discussion contained in this Section6, conditional tenders are not permissible with respect to the tender of shares under the WebMD 401(k) Savings Plan.

The conditional tender alternative is made available so that a stockholder may seek to structure the purchase of shares of common stock pursuant to the Offer in such a manner that the purchase will be treated as a sale of such shares of common stock by the stockholder, rather than the payment of a dividend to the stockholder, for U.S.federal income tax purposes. If you are an odd lot holder and you tender all of your shares of common stock, you cannot conditionally tender, since your shares of common stock will not be subject to proration. It is the tendering stockholder’s responsibility to calculate the minimum number of shares of common stock that must be purchased from the stockholder in order for the stockholder to qualify for sale (rather than distribution) treatment for U.S.federal income tax purposes. Each stockholder is urged to consult his or her own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S.federal income tax results in all cases. See Section14 of the Offer to Purchase.

14.Order of Purchase in Event of Proration.As described in Section1 of the Offer to Purchase, stockholders may designate the order in which their shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S.federal income tax classification of any gain or loss on the shares purchased. See Section1 and Section13 of the Offer to Purchase.

Danaher intends to accept for exchange 22,921,984 shares of Danaher Common Stock in exchange for the 127,868,000 shares of Envista Common Stock owned by Danaher. Based on the preliminary results, if all shares of Danaher Common Stock tendered by notice of guaranteed delivery are delivered under the terms of the Exchange Offer, the estimated preliminary proration factor applied to tendered shares of Danaher Common Stock subject to proration is approximately 7.22%. This estimated preliminary proration factor is subject to change based on the number of tendered shares that satisfy the guaranteed delivery procedures, as well as the number of “odd-lot” shares that were validly tendered and are not subject to proration. Danaher expects to announce the final proration factor promptly following December17, 2019, the date of expiration of the guaranteed delivery period. Shares of Danaher common stock tendered but not accepted for exchange will be returned to the tendering stockholders in book-entry form promptly after the final proration factor is announced.

Subject to the exception for odd lot holders, in the event of an over-subscription of the Offer, shares of Class A Common Stock tendered at or below the Final Purchase Price prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares of Class A Common Stock to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares of Class A Common Stock subject to the condition that a specified minimum number of the stockholder’s shares of Class A Common Stock tendered pursuant to a Letter of Transmittal must be purchased if any shares of Class A Common Stock tendered are purchased. Any stockholder desiring to make a conditional tender must so indicate in the section entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. We urge each stockholder to consult with his or her financial or tax advisor with respect to the advisability of making a conditional tender.

15.Odd Lots. As described in Section 1 of the Offer to Purchase, if Bimini Capital is to purchase fewer than all shares of Class A Common Stock tendered before the Expiration Date and not validly withdrawn, the shares of Class A Common Stock purchased first will consist of all Odd Lots of less than 100 shares of Class A Common Stock from shareholders who validly tender all of their shares of Class A Common Stock at or below the Final Purchase Price and who do not validly withdraw them before the Expiration Date (tenders of less than all of the shares of Class A Common Stock owned, beneficially or of record, by such Odd Lot Holder will not qualify for this preference). This preference will not be available to registered holders unless the section captioned “Odd Lots” in this Letter of Transmittal is completed. 16.Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their shares of Class A Common Stock are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the shares of Class A Common Stock purchased. See Section 1 and Section 13 of the Offer to Purchase. IMPORTANT: THIS LETTER OF TRANSMITTAL, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES OF CLASS A COMMON STOCK MUST BE RECEIVED BY THE DEPOSITARY OR SHARES OF CLASS A COMMON STOCK MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

There will be a time lapse between the date on which FGL shareholders make an election with respect to the form of merger consideration to be received by them in exchange for their FGL ordinary shares and the date on which FGL shareholders actually receive FNF common stock, depending on their election and subject to proration. Fluctuations in the market value of FNF stock during this time period will also affect the value of the merger consideration, once it is actually received.

If the exchange offer is oversubscribed and Ecolab cannot accept all tenders of Ecolab Common Stock at the exchange ratio, then shares of Ecolab Common Stock that are validly tendered and not withdrawn will generally be subject to proration. Proration for each tendering stockholder will be based on (i) the proportion that the total number of shares of Ecolab Common Stock to be accepted for exchange bears to the total number of shares of EcolabCommon Stock validly tendered and not properly withdrawn and (ii) the number of shares of Ecolab Common Stock validly tendered and not properly withdrawn by that stockholder (and not on that stockholder’s aggregate ownership of shares of Ecolab Common Stock). Ecolab will announce the preliminary proration factor for the exchange offer on this website after the expiration of the exchange offer. Upon determining the number of shares of Ecolab Common Stock validly tendered for exchange and not properly withdrawn, Ecolab will announce the final results of the exchange offer, including the final proration factor for the exchange offer. Beneficial holders (other than participants in any of the Ecolab Savings Plans) of less than 100 shares of Ecolab Common Stock who validly tender all of their shares will not be subject to proration and should complete the section in the applicable letter of transmittal entitled “Proration/Odd-Lot.” If your odd-lot shares are held by a broker for your account, you can contact the broker and request this preferential treatment. All of your odd-lot shares will be accepted for exchange without proration if Ecolab completes the exchange offer.

Proration.Subject to adjustment to avoid the purchase of fractional shares of ClassA Stock, proration for each stockholder tendering shares of ClassA Stock (other than Odd Lot Holders) at or below the Purchase Price will be based on the ratio of the number of shares of ClassA Stock properly tendered and not properly withdrawn by the stockholder to the total number of shares of ClassA Stock properly tendered and not properly withdrawn by all stockholders (other than Odd Lot Holders). We will publicly announce the preliminary results of the Offer, including the Purchase Price and any expected proration, promptly after the Expiration Date, and we will publicly announce the final results of the Offer promptly after they are determined. After the Expiration Date, stockholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their broker, dealer, commercial bank, trust company or other nominee. In the event of proration, the Paying Agent will determine the proration factor and pay for those tendered shares of ClassA Stock accepted for payment promptly after the final results of proration are determined.

If shares of ClassA Stock with an aggregate purchase price of more than $95,000,000 are properly tendered and not properly withdrawn, BPR will purchase the shares of ClassA Stock on a pro rata basis after giving effect to “odd lot” tenders (of holders of ClassA Stock beneficially owning fewer than 100 shares), which will not be subject to proration. In that case, all shares of ClassA Stock tendered at or below the finally determined purchase price will be purchased, subject to proration, at the same purchase price determined pursuant to the terms of the Offer. Shares of ClassA Stock that are not purchased, including shares of ClassA Stock tendered pursuant to tenders at prices above the purchase price, will be returned to such holders.

1.Number of Shares; Proration. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the Company will accept for payment, and will pay for 500,000 Shares, or such lesser number of Shares as are properly tendered and not properly withdrawn in accordance with "Section3. Withdrawal Rights", before the Expiration Time at a Purchase Price not greater than $875 or less than $825 per Share, net to the seller in cash, less any applicable withholding taxes and without interest.

Proration.In the event that proration of tendered Shares is required, the Company will determine the final proration factor promptly after the Expiration Time. Proration for each shareholder tendering Shares (excluding Odd Lot Holders) will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by the shareholder to the total number of Shares at or below the Purchase Price properly tendered and not properly withdrawn by all shareholders excluding Odd Lot Holders. Although the Company does not expect that it will be able to announce the final proration factor until a reasonable time after expiration of the period to complete tenders made by Guaranteed Delivery, it will announce preliminary results of proration by press release promptly after the Expiration Time. Shareholders may obtain such preliminary information from the Information Agent and may be able to obtain such information from their brokers or financial advisors.

shareholder who tenders Shares registered in such shareholder's name directly to the Depositary the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration. In the event the shareholder does not designate the order and fewer than all Shares are purchased due to proration, the Depositary will select the order of Shares purchased.

1.Shares may be tendered at a price not greater than $875 or less than $825 per Share or at the price determined pursuant to the Offer, as indicated in the attached instruction form, net to the seller in cash, less any applicable withholding taxes and without interest, and all shares will be purchased at the same price, regardless of whether a shareholder tendered at a lower price. 2.You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration. 3.The Offer is not conditioned upon any minimum number of Shares being properly tendered. However, the Offer is subject to other conditions, which you should read carefully. See Section8 of the Offer to Purchase. 4.Tendering shareholders will not be obligated to pay brokerage commissions or, subject to Instruction6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Company pursuant to the Offer. 5.The Offer, proration period and withdrawal rights expire at 12:00 midnight, New York City time, at the end of the day on May7, 2018, unless extended. Shares must be properly tendered by the Expiration Time to ensure that at least some of your Shares will be purchased if there is proration. Your instructions to us should be forwarded in ample time to permit us to submit a timely tender on your behalf. 6.The Offer is for up to 500,000 Shares, constituting approximately 13% of the Company's outstanding Shares as of April9, 2018. 7.If you wish to tender portions of your Shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your Shares. We must submit separate Letters of Transmittal on your behalf for each price you designate.

Proration. If we are required to pro rate, the Paying Agent will determine the proration factor promptly following the Expiration Date. The proration factor will be based on the ratio of (i) 500,000 (or, if we increase the number of Shares accepted for payment in the Offer as described above, the increased aggregate number of Shares to be purchased pursuant to the Offer) minus the aggregate number of Shares to be purchased from Odd Lot Holders to (ii) the total number of Shares properly tendered and not properly withdrawn by all stockholders (other than Odd Lot Holders). The number of Shares accepted for purchase for each stockholder (other than Odd Lot Holders) will equal the number of Shares validly tendered by each stockholder multiplied by the proration factor, with appropriate adjustments to avoid the purchase of fractional Shares.

Proration. If proration of tendered shares is required, we will determine the proration factor promptly after the expiration of the Offer. Subject to adjustment to avoid the purchase of fractional shares and subject to the provisions governing conditional tenders described in Section6, proration for each shareholder tendering shares, other than Odd Lot Holders and shares conditionally tendered, will be based on the ratio of the number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn by the shareholder to the total number of shares properly tendered at or below the Final Purchase Price and not properly withdrawn by all shareholders, other than Odd Lot Holders. The preliminary results of any proration will be announced by press release promptly after the expiration of the Offer. We will announce the final proration factor following the settlement of tenders by notice of guaranteed delivery and will commence payment for any shares purchased pursuant to the tender offer promptly after the expiration of the Offer. After the Expiration Time, shareholders may obtain preliminary proration information from the Dealer Manager or the Information Agent and also may be able to obtain the information from their brokers. We do not expect, however, to announce the Final Purchase Price or the final results of any proration and to begin paying for tendered shares until at least three business days after the Expiration Time.

Subject to the exception for Odd Lot Holders, in the event of an over-subscription of the Offer, shares tendered at or prior to the Expiration Time will be subject to proration. See Section1. As discussed in Section14, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. The conditional tender alternative is made available for shareholders seeking to take steps to have shares sold pursuant to the Offer treated as a sale or exchange of such shares by the shareholder, rather than a distribution to the shareholder, for U.S. federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the shareholder’s shares tendered pursuant to a Letter of Transmittal must be purchased if any shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. It is the tendering shareholder’s responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Shareholders are urged to consult with their tax advisors. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result in all cases.

Pursuant to the exchange offer, which expired at 8:00 a.m., New York City time, on September26, 2018, and based on a preliminary count by the exchange agent, a total of approximately 128,941,860 shares of Fortive common stock were validly tendered and not properly withdrawn prior to the expiration of the exchange offer, including 61,048,910 shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered includes an estimated 1,044,987 shares of Fortive common stock tendered by odd-lot shareholders (excluding certain plan participants in Fortive savings plans) not subject to proration. Fortive will exchange a total of 15,824,931shares of Fortive common stock in the exchange offer.

Number of ClassA Shares; Proration. 13 2.

Dell Technologies is offering the ClassV stockholders the option to elect to receive for each share of ClassV Common Stock either (1)1.3665 shares of ClassC Common Stock or (2)$109 in cash, without interest, subject to proration. If a holder fails to properly elect which form of consideration to receive, such holder will be deemed to have made a share election and will receive solely shares of ClassC Common Stock (other than cash received in lieu of a fractional share of Class C Common Stock).

Upon the closing of the merger, each share of ClassV Common Stock that is issued and outstanding immediately prior to the effective time of the merger shall be cancelled and converted into the right to receive, at the holder’s election, (A) 1.3665 shares of ClassC Common Stock or (B)$109 in cash, without interest, subject to proration. The aggregate amount of cash consideration to be received by the ClassV stockholders in the merger may not exceed $9billion. If the total amount of cash consideration elected by ClassV stockholders would exceed $9billion, then, instead of being converted into the right to receive the cash consideration, a portion of the shares with respect to which a ClassV stockholder elects to receive the cash consideration will be converted into the right to receive the cash consideration, with such portion equal to a fraction, the numerator of which is $9billion and the denominator of which is the aggregate amount of cash consideration elected by all ClassV stockholders, and the remaining portion of such shares held by each such holder will be converted into the right to receive the share consideration.

(b) Proration. Notwithstanding any other provision contained in this Agreement, the aggregate amount of Cash Consideration to be received by the holders of shares of ClassV Common Stock in the Merger shall not exceed $9,000,000,000 (the “Aggregate Cash Consideration”). As used herein, the term “Cash Election Amount” shall mean the product of the aggregate number of Cash Electing Shares multiplied by the Cash Consideration. If the Cash Election Amount exceeds the Aggregate Cash Consideration, then, instead of being converted into the right to receive the Cash Consideration, a portion of each holder’s Cash Electing Shares equal to the Cash Fraction (defined below) shall be converted into the right to receive the Cash Consideration and the remaining portion of each holder’s Cash Electing Shares shall be converted into the right to receive the Share Consideration. For purposes of this Agreement, the “Cash Fraction” shall be a fraction, the numerator of which is the Aggregate Cash Consideration and the denominator of which is the Cash Election Amount.

Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration. If you do not designate an order, if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.

If you are an odd lot holder and you tender all of your Shares, you cannot conditionally tender, because your Shares will not be subject to proration. All tendered Shares will be deemed unconditionally tendered unless the section captioned “Conditional Tender” in this Letter of Transmittal is completed.

16. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, stockholders may designate the order in which their Series D Shares are to be purchased in the event of proration. The order of purchase may have an effect on the U.S. federal income tax classification and the amount of any gain or loss on the Series D Shares purchased. See Sections 1 and 13 of the Offer to Purchase.

The exchange offer expired on September29, 2016, at midnight, New York City time. Pursuant to the exchange offer and based on a preliminary count by the exchange agent, approximately 691,105,648 shares of P&G common stock were tendered prior to the expiration of the exchange offer, including 383,204,614 shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered includes an estimated 1,488,679 shares of P&G common stock tendered by odd-lot shareholders not subject to proration. P&G intends to accept 104,969,205 of the tendered shares in exchange for the 409,726,299 shares of Galleria Company common stock owned by P&G and offered for exchange.

1.Shares may be tendered at a price not greater than $875 or less than $825 per Share or at the price determined pursuant to the Offer, as indicated in the attached instruction form, net to the seller in cash, less any applicable withholding taxes and without interest, and all shares will be purchased at the same price, regardless of whether a shareholder tendered at a lower price. 2.You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration. 3.The Offer is not conditioned upon any minimum number of Shares being properly tendered. However, the Offer is subject to other conditions, which you should read carefully. See Section8 of the Offer to Purchase. 4.Tendering shareholders will not be obligated to pay brokerage commissions or, subject to Instruction6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Company pursuant to the Offer. 5.The Offer, proration period and withdrawal rights expire at 12:00 midnight, New York City time, at the end of the day on September14, 2017, unless extended. Shares must be properly tendered by the Expiration Time to ensure that at least some of your Shares will be purchased if there is proration. Your instructions to us should be forwarded in ample time to permit us to submit a timely tender on your behalf. 6.The Offer is for up to 500,000 Shares, constituting approximately 12% of the Company's outstanding Shares as of August16, 2017.

Number of ClassA Shares; Odd Lots; Proration. 14 2.

Proration. If more than $75million in value of Shares are properly tendered and not properly withdrawn as of the Expiration Time, the Paying Agent will determine the proration factor following the Expiration Date, if required. Subject to adjustments to avoid the purchase of fractional Shares, proration for each stockholder tendering Shares (other than Odd Lot Holders) at or below the Purchase Price, will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by the stockholder to the total number of Shares properly tendered and not properly withdrawn by all stockholders (other than Odd Lot Holders). Because of the difficulty in determining the number of Shares properly tendered and not properly withdrawn, and because of the odd lot procedure described above, we do not expect that we will be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until up to five (5)business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date.

Odd Lot Holders must tender all of their Shares and also complete the Letter of Transmittal included with this document to qualify for the preferential treatment available to Odd Lot Holders as described in Section1—Price; Number of Shares; Expiration Date; Proration. Odd Lot Holders should also complete the Odd Lot Certification Form included with this Offer to Purchase.

14. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? Maybe. If you own fewer than 100 Shares in the aggregate, you properly tender and do not withdraw all of these Shares at or below the Purchase Price prior to the Expiration Date and you complete (or, for a beneficial owner, your broker, dealer, commercial bank, trust company or other nominee completes) the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we may, in our discretion, purchase all of your Shares without subjecting them to proration. See Section1.

Indicate below the order (by certificate number) in which Shares are to be purchased in the event of proration. If you do not designate an order, if less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary.