Common use of CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Clause in Contracts

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this communication, and neither Tyson nor AdvancePierre Foods undertakes any obligation to update any forward-looking statement except as required by law.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains relates to the proposed transaction pursuant to the Agreement and Plan of Merger and Reorganization dated as of July 26, 2023, by and among A▇▇▇▇ Pharmaceuticals, Inc.(“A▇▇▇▇”), Advaxis Israel Ltd. and Biosight Ltd. (“Biosight”). This communication includes express or implied forward-looking statements, including statements regarding about the expected consummation proposed transaction between A▇▇▇▇ and Biosight and the operations of the acquisition, which combined company that involve a number of risks and uncertainties, including statements regarding the satisfaction future conduct of closing conditions for the acquisition (such as regulatory approval for the transaction our studies and the tender potential efficacy and success of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foodsproduct candidates. These statements constitute forwardForward-looking statements within the meaning of Section 27A of the Securities Act of 1933 generally include statements that are predictive in nature and Section 21E of the Securities Exchange Act of 1934. The depend upon or refer to future events or conditions, and include words such as “may,” “might,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) among others. Statements that are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers not historical facts are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to the closing of the date proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; uncertainties as to the timing of this communicationthe consummation of the proposed transaction and the ability of each of A▇▇▇▇ and Biosight to consummate the proposed transaction; the ability of A▇▇▇▇ and Biosight to integrate their businesses successfully and to achieve anticipated synergies; the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and neither Tyson nor AdvancePierre Foods undertakes growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; potential litigation relating to the proposed transaction that could be instituted against A▇▇▇▇, Biosight or their respective directors; possible disruptions from the proposed transaction that could h▇▇▇ ▇▇▇▇▇’▇ and/or Biosight’s respective businesses; the ability of A▇▇▇▇ and Biosight to retain, attract and hire key personnel; potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect A▇▇▇▇’▇ or Biosight’s financial performance; certain restrictions during the pendency of the proposed transaction that may impact A▇▇▇▇’▇ or Biosight’s ability to pursue certain business opportunities or strategic transactions; the success and timing of clinical trials, including subject accrual, the ability to avoid and quickly resolve any clinical holds and the ability to obtain and maintain regulatory approval and/or reimbursement of product candidates for marketing; the ability to obtain the appropriate labeling of products under any regulatory approval; plans to develop and commercialize our products; our ability to continue as a going concern; our levels of available cash and our need to raise additional capital, including to support current and future planned clinical activities; the successful development and implementation of our sales and marketing campaigns; the size and growth of the potential markets for our product candidates and our ability to serve those markets; our ability to successfully compete in the potential markets for our product candidates, if commercialized; regulatory developments in the United States and other countries; the rate and degree of market acceptance of any of our product candidates; new products, product candidates or new uses for existing products or technologies introduced or announced by our competitors and the timing of these introductions or announcements; market conditions in the pharmaceutical and biotechnology sectors; our available cash, including to support current and planned clinical activities; uncertainties as to our ability to obtain a listing of our common stock on Nasdaq; our ability to obtain and maintain intellectual property protection for our product candidates; the success and timing of our preclinical studies including IND-enabling studies; the timing of our IND submissions; our ability to get FDA approval for study amendments; the timing of data read-outs; the ability of our product candidates to successfully perform in clinical trials; our ability to initiate, enroll, and execute pilots and clinical trials; our ability to maintain our existing collaborations; our ability to manufacture and the performance of third-party manufacturers; the performance of our clinical research organizations, clinical trial sponsors and clinical trial investigators; our ability to successfully implement our strategy; legislative, regulatory and economic developments; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors; and such other factors as are set forth in our periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in the Form 10-K for the fiscal year ended December 31, 2022 of Old A▇▇▇▇, Inc. (f/k/a A▇▇▇▇ Pharmaceuticals, Inc.) and the Form 10-K for the fiscal year ended October 31, 2022 of A▇▇▇▇ Pharmaceuticals, Inc. (f/k/a Advaxis, Inc.) (“A▇▇▇▇” or “we,” “us” or “our”), and such entities’ periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in A▇▇▇▇’▇ Form 10-K for the fiscal year ended October 31, 2022. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statement except statement, or to make any other forward-looking statements, whether as required by lawa result of new information, future events or otherwise.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication Announcement contains certain forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related with respect to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods , Basware and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre FoodsGlantus. These statements constitute forward-looking statements within can be identified by the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934fact that they do not relate only to historical or current facts. The Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “will”, “may,”, “would”, “could” “might,” “will,” or “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and or other words of similar expressions (meaning or the negative thereof. The expectations and beliefs of Bidco, Basware and Glantus regarding these matters may not materialise. Actual outcomes and results may differ materially from those contemplated by these forward looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of Glantus and Bidco to consummate the Acquisition in a timely manner or at all; the satisfaction (or waiver) of any conditions to the consummation of the Acquisition, including with respect to the approval of Glantus Shareholders and any required regulatory approvals; potential delays in consummating the Acquisition; the ability of Glantus and Bidco to timely and successfully achieve the anticipated strategic benefits or opportunities expected as a result of the Acquisition; the successful integration of Glantus into the Basware Group subsequent to Completion and the timing of such terms) are intended integration; the impact of changes in global, political, economic, business, competitive, market and regulatory forces; the occurrence of any event, change or other circumstance or condition that could give rise to identify the termination of the Transaction Agreement; adverse effects on the market price of Glantus’ securities and on the Glantus or the Basware Group’s operating results because of a failure to complete the Acquisition; and the effect of the announcement or pendency of the Acquisition on the Glantus or Basware business relationships, operating results and business generally; and the costs related to the Acquisition. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the These forward-looking statements, statements are based on numerous assumptions regarding the present and readers future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements , which speak only as of the date of this communicationhereof. All subsequent oral or written forward-looking statements attributable to Bidco, and neither Tyson Basware or Glantus or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Bidco, the Basware Group nor AdvancePierre Foods undertakes Glantus undertake any obligation to update any publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. Under the provisions of Rule 8.3(a) of the Irish Takeover Rules, any person who is ‘interested’ in 1% or more of any class of ‘relevant securities’ of the Company must make an ‘opening position disclosure’ following the commencement of the ‘offer period’. An ‘opening position disclosure’ must contain the details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among other things, details of the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of the Company. An ‘opening position disclosure’ by a person to whom Rule 8.3(a) applies must be made by no later than 3:30pm. (GMT+1) on the day falling ten ‘business days’ following the commencement of the ‘offer period’. Relevant persons who deal in any ‘relevant securities’ prior to the deadline for making an ‘opening position disclosure’ must instead make a ‘dealing’ disclosure as described below. Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ in 1% or more of any class of ‘relevant securities’ of the Company, that person must publicly disclose all ‘dealings’ in any ‘relevant securities’ of the Company during the ‘offer period’, by not later than 3:30pm. (GMT+1) on the ‘business day’ following the date of the relevant transaction. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the Company or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. In addition, any offeror must make an ‘opening position disclosure’ by no later 12:00 noon (GMT+1) on the date falling ten ‘business days’ following the commencement of the ‘offer period’ or the announcement that first identifies a securities exchange offeror, as applicable, and disclose details of any ‘dealings’ by it or any person ‘acting in concert’ with it in ‘relevant securities’ during the ‘offer period’, by no later than 12:00 noon (GMT+1) on the business day following the date of the transaction (see Irish Takeover Rules 8.1, 8.2 and 8.4). A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Irish Takeover Panel’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇. ‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ or contact the Irish Takeover Panel on telephone number +▇▇▇ ▇ ▇▇▇ ▇▇▇▇. No statement except in this Announcement is intended as required a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco, Basware or Glantus respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco, Basware or Glantus respectively. No statement in this Announcement constitutes an asset valuation. Bidco reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by lawway of a Takeover Offer for the entire issued and to be issued share capital of Glantus as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement. Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on Basware’s website (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/) and on Glantus’ website (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/) by no later than 12:00 noon (GMT+1) on the ‘business day’ following this Announcement. Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains certain statements that are “forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute forward-looking statements ” within the meaning of Section 27A of the Securities Act of 1933 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. The Clariant Ltd (“Clariant”) and Huntsman Corporation (“Huntsman”) have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “estimateexpect,” “projectintend,” “plan,” “anticipate,” “expectestimate,” “intendpotential,” “outlook” or “continue,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate these words, other terms of similar meaning or unknown risks or uncertainties materialize, actual results and the timing use of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statementsfuture dates. Forward-looking statements speak only as in this communication include, without limitation, statements about the anticipated benefits of the date contemplated transaction, including future financial and operating results and expected synergies and cost savings related to the contemplated transaction, the plans, objectives, expectations and intentions of this communicationClariant, Huntsman or the combined company, the expected timing of the completion of the contemplated transaction and information relating to the proposed initial public offering of ordinary shares of Venator Materials PLC. Such statements are based on the current expectations of the management of Clariant or Huntsman, as applicable, are qualified by the inherent risks and uncertainties surrounding future expectations generally, and neither Tyson actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Clariant nor AdvancePierre Foods undertakes Huntsman, nor any obligation to update of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement except statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the contemplated transaction; uncertainties as to the approval of ▇▇▇▇▇▇▇▇’▇ stockholders and Clariant’s shareholders required in connection with the contemplated transaction; the possibility that a competing proposal will be made; the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; the effects of disruption caused by lawthe announcement of the contemplated transaction making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transaction may affect the timing or occurrence of the contemplated transaction or result in significant costs of defense, indemnification and liability; ability to refinance existing indebtedness of Clariant or Huntsman in connection with the contemplated transaction; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities; disruptions to the financial or capital markets, including with respect to the initial public offering of ordinary shares by Venator Materials PLC or financing activities related to the contemplated transaction; and other risks and uncertainties discussed in ▇▇▇▇▇▇▇▇’▇ filings with the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” section of Huntsman’s annual report on Form 10-K for the fiscal year ended December 31, 2016. You can obtain copies of ▇▇▇▇▇▇▇▇’▇ filings with the SEC for free at the SEC’s website (▇▇▇.▇▇▇.▇▇▇). Forward-looking statements included herein are

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication Announcement contains certain forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related with respect to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods , Basware and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre FoodsGlantus. These statements constitute forward-looking statements within can be identified by the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934fact that they do not relate only to historical or current facts. The Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “will”, “may,”, “would”, “could” “might,” “will,” or “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and or other words of similar expressions (meaning or the negative thereof. The expectations and beliefs of Bidco, Basware and Glantus regarding these matters may not materialise. Actual outcomes and results may differ materially from those contemplated by these forward looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of Glantus and Bidco to consummate the Acquisition in a timely manner or at all; the satisfaction (or waiver) of any conditions to the consummation of the Acquisition, including with respect to the approval of Glantus Shareholders and any required regulatory approvals; potential delays in consummating the Acquisition; the ability of Glantus and Bidco to timely and successfully achieve the anticipated strategic benefits or opportunities expected as a result of the Acquisition; the successful integration of Glantus into the Basware Group subsequent to Completion and the timing of such terms) are intended integration; the impact of changes in global, political, economic, business, competitive, market and regulatory forces; the occurrence of any event, change or other circumstance or condition that could give rise to identify the termination of the Transaction Agreement; adverse effects on the market price of Glantus’ securities and on the Glantus or the Basware Group’s operating results because of a failure to complete the Acquisition; and the effect of the announcement or pendency of the Acquisition on the Glantus or Basware business relationships, operating results and business generally; and the costs related to the Acquisition. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the These forward-looking statements, statements are based on numerous assumptions regarding the present and readers future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements , which speak only as of the date of this communicationhereof. All subsequent oral or written forward-looking statements attributable to Bidco, and neither Tyson Basware or Glantus or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Bidco, the Basware Group nor AdvancePierre Foods undertakes Glantus undertake any obligation to update any publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. Under the provisions of Rule 8.3(a) of the Irish Takeover Rules, any person who is ‘interested’ in 1% or more of any class of ‘relevant securities’ of the Company must make an ‘opening position disclosure’ following the commencement of the ‘offer period’. An ‘opening position disclosure’ must contain the details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among other things, details of the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of the Company. An ‘opening position disclosure’ by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (GMT+1) on the day falling ten ‘business days’ following the commencement of the ‘offer period’. Relevant persons who deal in any ‘relevant securities’ prior to the deadline for making an ‘opening position disclosure’ must instead make a ‘dealing’ disclosure as described below. Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ in 1% or more of any class of ‘relevant securities’ of the Company, that person must publicly disclose all ‘dealings’ in any ‘relevant securities’ of the Company during the ‘offer period’, by not later than 3:30 p.m. (GMT+1) on the ‘business day’ following the date of the relevant transaction. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of the Company or any securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. In addition, any offeror must make an ‘opening position disclosure’ by no later 12:00 noon (GMT+1) on the date falling ten ‘business days’ following the commencement of the ‘offer period’ or the announcement that first identifies a securities exchange offeror, as applicable, and disclose details of any ‘dealings’ by it or any person ‘acting in concert’ with it in ‘relevant securities’ during the ‘offer period’, by no later than 12:00 noon (GMT+1) on the business day following the date of the transaction (see Irish Takeover Rules 8.1, 8.2 and 8.4). A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Irish Takeover Panel’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇. ‘Interests in securities’ arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇ or contact the Irish Takeover Panel on telephone number +▇▇▇ ▇ ▇▇▇ ▇▇▇▇. No statement except in this Announcement is intended as required a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco, Basware or Glantus respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco, Basware or Glantus respectively. No statement in this Announcement constitutes an asset valuation. Bidco reserves the right to elect, subject to the terms of the Transaction Agreement, compliance with the Irish Takeover Rules and with the consent of the Irish Takeover Panel, to implement the Acquisition by lawway of a Takeover Offer for the entire issued and to be issued share capital of Glantus as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Appendix I to this Announcement and in the Transaction Agreement. Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be made available on Basware’s website (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇) and on Glantus’ website (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇) by no later than 12:00 noon (GMT+1) on the Business Day following this Announcement. Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement. Any Glantus Shareholder may request a copy of this Announcement in hard copy form by writing to Glantus (Attn: ▇▇▇▇▇ ▇▇▇▇▇, Company Secretary, Glantus Holdings plc, Marina House, Block V, Eastpoint Business Park, Dublin, ▇▇▇ ▇▇▇▇, Ireland) or Bidco, (Attn: Genesis Bidco Limited, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇). Any written requests must include the identity of the Glantus Shareholder and any hard copy documents will be posted to the address of the Glantus Shareholder provided in the written request. If you have received this Announcement in electronic form, a hard copy of this Announcement will not be provided unless such a request is made. Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. The aggregate amount payable to each Glantus Shareholder in accordance with the Acquisition shall be rounded down to the nearest whole ▇▇▇▇▇ value.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains Certain statements made in this prospectus supplement, the documents that are incorporated by reference in this prospectus supplement and other written or oral statements made by or on behalf of AMC may constitute “forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute forward-looking statements ” within the meaning of Section 27A of the Securities Act of 1933 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act Act. Forward-looking statements may be identified by the use of 1934. The words such as “may,” “might,” “will,” “shouldforecast,” “estimate,” “project,” “planintend,” “anticipateplan,” “expect,” “intend,” “outlookshould,” “believe” and other similar expressions (that predict or the negative indicate future events or trends or that are not statements of such terms) are intended to identify historical matters. Examples of forward-looking statementsstatements include statements we make regarding the impact of COVID-19, future attendance levels, the sufficiency of future cash flows and our liquidity. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the These forward-looking statementsstatements are based only on our current beliefs, expectations and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors”, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: • the risks and uncertainties relating to the sufficiency of this communicationour existing cash and cash equivalents and available borrowing capacity to comply with minimum liquidity and financial requirements under our debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility and Odeon Term Loan Facility, fund operations, and neither Tyson nor AdvancePierre Foods undertakes satisfy obligations including cash outflows for deferred rent and planned capital expenditures currently and through the next twelve months. The 11.25% Odeon Term Loan due 2023 matures on August 19, 2023 during the third fiscal quarter of the Company’s next calendar year. The Company is currently negotiating terms of new debt intended to refinance the existing £147.6 million and €312.2 million aggregate principal amounts of Odeon Term Loan due 2023. While the Company intends to fully refinance the 11.25% Odeon Term Loan due 2023 and extend current maturity dates, there are no assurances that the Company will be able to do so. If the Company is unable to refinance these amounts, the principal amounts will be reported as current maturities which may increase uncertainty regarding its ability to meet future commitments. In order to achieve net positive operating cash flows and long-term profitability, box office revenues will need to increase significantly compared to aggregate 2021 and the combined first and second quarter of 2022 to levels in line with pre COVID-19 box office revenues. Domestic industry box office grosses increased significantly to approximately $3.7 billion during the first six months of 2022, compared to the first six months of 2021 of $1.1 billion, and were approximately 66% of domestic box office grosses of $5.6 billion during the first six months of 2019. The Company believes the anticipated volume of titles available for theatrical release and the anticipated broad appeal of many of those titles will support increased attendance levels. The Company’s business is seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. However, there remain significant risks that may negatively impact attendance levels, including a resurgence of COVID-19 related restrictions, potential movie-goer reluctance to attend theatres due to concerns about COVID-19 variant strains, movie studios release schedules and direct to streaming or other changing movie studio practices and consumer behavior. If we are unable to achieve significantly increased levels of attendance and operating revenues, we may be required to obtain additional liquidity. If such additional liquidity were not realized or insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding, holders of our Class A common stock and other securities would likely suffer a total loss of their investment; the impact of COVID-19 variant strains on us, the motion picture exhibition industry, and the economy in general, including our response to COVID-19 variant strains and suspension of operations at our theatres, personnel reductions and other cost- cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees; risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our financial maintenance and other covenants; • shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, and the theatrical release of fewer movies; • increased use of alternative film delivery methods including premium video on demand or other forms of entertainment; • intense competition in the geographic areas in which we operate among exhibitors or from other forms of entertainment; • certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities and limit or restrict our ability to pay dividends, pre-pay debt, and also to refinance debt and to do so at favorable terms; • risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges, and the fair value of the investment in Hycroft common shares and warrants; • risks relating to motion picture production and performance; • our lack of control over distributors of films; • general and international economic, political, regulatory, social and financial market conditions, inflation, and other risks; • limitations on the availability of capital or poor financial results may prevent us from deploying strategic initiatives; • an issuance of preferred stock, including the AMC Preferred Equity Units, could dilute the voting power of the common stockholders and adversely affect the market value of our Class A common stock and AMC Preferred Equity Units; • limitations on the authorized number of shares of Class A common stock prevents us from raising additional capital through Class A common stock issuances; • our ability to achieve expected synergies, benefits and performance from our strategic initiatives; • our ability to refinance our indebtedness on terms favorable to us or at all; • our ability to optimize our theatre circuit through new construction, the transformation of our existing theatres, and strategically closing underperforming theatres may be subject to delay and unanticipated costs; • failures, unavailability or security breaches of our information systems; • our ability to utilize interest expense deductions may be limited annually due to Section 163(j) of the Tax Cuts and Jobs Act of 2017; • our ability to recognize interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduce our future tax liability; • our ability to recognize certain international deferred tax assets which currently do not have a valuation allowance recorded; • impact of the elimination of the calculation of USD LIBOR rates on our contracts indexed to USD LIBOR; • review by antitrust authorities in connection with acquisition opportunities; • risks relating to the incurrence of legal liability, including costs associated with the ongoing securities class action lawsuits; • dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any obligation future acquisitions; • increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and pending future domestic privacy laws and regulations; • supply chain disruptions may negatively impact our operating results; • the dilution caused by recent sales of our Class A common stock and potential future sales of AMC Preferred Equity Units could adversely affect the market price of the Class A common stock and AMC Preferred Equity Units; • the market price and trading volume of our shares of Class A common stock has been and may continue to be volatile and such volatility may also apply to our AMC Preferred Equity Units, and purchasers of our securities could incur substantial losses; • future offerings of debt, which would be senior to our Class A common stock and AMC Preferred Equity Units for purposes of distributions or upon liquidation, could adversely affect the market price of our Class A common stock and AMC Preferred Equity Units; • the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and that Sweden and Finland (countries where we operate approximately 100 theatres) completed accession talks at NATO headquarters in Brussels on July 4, 2022 and NATO ambassadors signed the accession protocols on July 5, 2022, which could cause a deterioration in the relationship each country has with Russia, and the potential impact of financial and economic sanctions on the regional and global economy, or widespread health emergencies, such as COVID-19 or other pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance; • anti-takeover protections in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders; and • other risks and uncertainties identified in this prospectus supplement and in the documents incorporated herein by reference. This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution accordingly against relying on forward-looking statements. Consider these factors carefully in evaluating the forward-looking statements. Additional factors, including developments related to COVID-19, that may cause results to differ materially from those described in the forward-looking statements are set forth in this prospectus supplement under “Risk Factors”, as well as those set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors” in the Annual Report (as defined in “Where You Can Find More Information; Incorporation of Documents By Reference” in this prospectus supplement), in “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30, 2022 and subsequent reports filed by us with the SEC, including on Form 8-K. Because of the foregoing, you are cautioned against relying on forward-looking statements, which speak only as of the date hereof. We do not undertake to update any forward-looking statement of these statements in light of new information or future events, except as required by applicable law.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains document includes “forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of ” about Energy Transfer and Enable that are subject to risks and uncertainties, including the satisfaction . All statements other than statements of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified historical fact included in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934statements. The Statements using words such as “mayanticipate,” “mightbelieve,” “will,” “should,” “estimateintend,” “project,” “plan,” “anticipate,” “expect,” “intendcontinue,” “outlookestimate,” “believegoal,” and other “forecast,” “may,” “will,” or similar expressions (or the negative of such terms) are intended to help identify forward-looking statements. If underlying assumptions prove inaccurate Except for their respective obligations to disclose material information under U.S. federal securities laws, neither Energy Transfer nor Enable undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or unknown circumstances after the date of this document, or to report the occurrence of unanticipated events. Forward-looking statements involve a number of risks or uncertainties materializeand uncertainties, and actual results and the timing of or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: • the results and/or expected timing discussed of closing the merger and benefits of the merger; • the matters described in the section titled “Risk Factors”; • cyclical or other downturns in demand; • adverse changes in economic or industry conditions; • changes in the securities and capital markets; • changes affecting customers or suppliers; • changes in laws or regulations, third-party relations and approvals, and decisions of courts, regulators and/or governmental bodies; • effects of competition; • developments in and losses resulting from claims and litigation; • changes in operating conditions and costs; • the extent of Energy Transfer’s or Enable’s ability to achieve its operational and financial goals and initiatives; and • Energy Transfer’s continued taxation as a partnership and not as a corporation. In addition, the acquisition of Enable by Energy Transfer is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the merger agreement, the possibility that the merger does not close, risks that the proposed acquisition disrupts current plans and operations and business relationships or poses difficulties in attracting or retaining employees, the possibility that the costs or difficulties related to the integration of the two companies will be greater than expected and the possibility that the anticipated benefits from the merger cannot or will not be fully realized. All written and oral forward-looking statementsstatements attributable to Energy Transfer or Enable or persons acting on behalf of Energy Transfer or Enable are expressly qualified in their entirety by such factors. For additional information with respect to these factors, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of please see the date of this communication, and neither Tyson nor AdvancePierre Foods undertakes any obligation to update any forward-looking statement except as required by lawsection entitled “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains forward-prospectus supplement and the accompanying prospectus, the documents incorporated by reference herein and therein and any related free writing prospectuses issued by us may contain forward- looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1933 1995 (the “PSLRA”), about our financial condition, results of operations, plans, objectives, expectations, future performance and Section 21E of the Securities Exchange Act of 1934business. The Statements preceded by, followed by or that include words such as “mayexpects,” “mightanticipates,” “estimates,” “goals,” “projects,” “intends,” “plans,” “believes,” “predicts,” “should,” “seeks,” “will,” “shouldcould,” “estimatewould,” “projectmay,” “planforecast,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other or words or phrases of similar expressions (or the negative of such terms) import are intended to identify some of the forward-looking statementsstatements and are included, along with this statement, for purposes of complying with the safe harbor provisions of the PSLRA. If underlying Forward-looking statements are neither historical facts, nor assurances of future performance. Instead, such statements are based only on our beliefs, expectations and assumptions prove inaccurate or unknown regarding the future. As such, the realization of matters expressed in forward- looking statements involves inherent risks or uncertainties materializeand uncertainties. The following factors, among others, could cause actual results and the timing of future events may to differ materially from the results and/or timing discussed those set forth or contemplated in the forward-looking statements: • general risks associated with product development and manufacturing; • general economic conditions; • changes in interest rates, which may impact project financing; • supply chain disruptions; • changes in the utility regulatory environment; • changes in the utility industry and the markets for distributed generation, distributed hydrogen, and readers fuel cell power plants configured for carbon capture or carbon separation; • potential volatility of commodity prices that may adversely affect our projects; • availability of government subsidies and economic incentives for alternative energy technologies; • risks that our restructuring plan will not result in the intended benefits or savings or will result in unanticipated costs, including but not limited to additional charges and/or higher than expected costs; • our ability to remain in compliance with U.S. federal and state and foreign government laws and regulations; • our ability to maintain compliance with the listing rules of The Nasdaq Stock Market; • rapid technological change; • competition; • the risk that our bid awards will not convert to contracts or that our contracts will not convert to revenue; • market acceptance of our products; • changes in accounting policies or practices adopted voluntarily or as required by accounting principles generally accepted in the United States; • factors affecting our liquidity position and financial condition; • government appropriations; • the ability of the government and third parties to terminate their development contracts at any time; • the ability of the government to exercise “march-in” rights with respect to certain of our patents; • our ability to successfully market and sell our products internationally; • our ability to develop additional commercially viable products; • our ability to implement our strategy; • our ability to reduce our levelized cost of energy and deliver on our cost reduction strategy generally; • our ability to protect our intellectual property; • litigation and other proceedings; • the risk that commercialization of our new products will not occur when anticipated or, if it does, that we will not have adequate capacity to satisfy demand; • our need for and the availability of additional financing; • our ability to generate positive cash flow from operations; • our ability to service our long-term debt; • our ability to increase the output and longevity of our platforms and to meet the performance requirements of our contracts; and • our ability to expand our customer base and maintain relationships with our largest customers and strategic business allies. Any forward-looking statements are cautioned not subject to place undue reliance on these risks and uncertainties, known and unknown, that could cause actual results and future events to differ materially from those set forth in or contemplated by the forward-looking statements, including, without limitation, the risks and uncertainties described in or incorporated by reference into this prospectus supplement, including under the caption “Risk Factors,” and the accompanying prospectus. ForwardAny forward-looking statements speak statement contained in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and therein, and any related free writing prospectuses issued by us speaks only as of the date of this communicationon which the statement was made, and neither Tyson nor AdvancePierre Foods undertakes any we undertake no obligation to update publicly or revise any forward-looking statement except statements, whether oral or written, for any reason, whether as required by lawa result of new information, future events or otherwise. In addition to the factors outlined above, new risks emerge from time to time, and we cannot predict all of the risks that may impact our business or the extent to which any particular risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains forward-looking statements, including statements regarding the expected consummation Some of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market statements contained or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified incorporated by reference in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitationthis joint proxy statement/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute forward-prospectus are forward looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1933 1995. Statements that do not describe historical or current facts, including statements about beliefs, expectations and Section 21E predictions of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (future financial or the negative of such terms) business performance or conditions, are intended to identify forward-looking statements. If underlying assumptions prove inaccurate Forward- looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or unknown risks similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties materializewhich change over time. In addition to factors previously disclosed in Huntington’s and FirstMerit’s reports filed with the SEC, the following factors, among others, could cause actual results and the timing of events may to differ materially from the results and/or timing discussed in the forward-looking statements: • the possibility that the merger does not close when expected or at all because required regulatory, shareholder, or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; • the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and FirstMerit do business; • the effect of divestitures that may be required by regulatory authorities in certain markets in which Huntington and FirstMerit compete; • the potential impact of announcement or completion of the proposed merger with FirstMerit on relationships with third parties, including customers, employees, and readers competitors; • business disruption following the merger, including diversion of management’s attention from ongoing business operations and opportunities; • Huntington’s ability to complete the acquisition and integration of FirstMerit successfully; • Huntington’s potential exposure to unknown or contingent liabilities of FirstMerit; • the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; • the challenges of integrating, retaining, and hiring key personnel; • failure to attract new customers and retain existing customers in the manner anticipated; • the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger; • any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems; • changes in Huntington’s stock price before closing, including as a result of the financial performance of FirstMerit prior to closing; • operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which Huntington and FirstMerit are highly dependent; • changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, which we refer to as the “▇▇▇▇-▇▇▇▇▇ Act,” and other changes pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection, and insurance, and the ability to comply with such changes in a timely manner; • changes in the monetary and fiscal policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board; • changes in interest rates, which may affect Huntington’s or FirstMerit’s net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of Huntington’s or FirstMerit’s assets, including investment securities; • changes in accounting principles, policies, practices, or guidelines; • changes in Huntington’s credit ratings or in Huntington’s ability to access the capital markets; • natural disasters, war, or terrorist activities; and • other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting Huntington’s or FirstMerit’s operations, pricing, and services. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond Huntington’s or FirstMerit’s control. For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, Huntington and FirstMerit claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements , which speak only as of the date of this communicationjoint proxy statement/prospectus or the date of the applicable document incorporated by reference into this joint proxy statement/prospectus. Except to the extent required by applicable law, Huntington and neither Tyson nor AdvancePierre Foods undertakes any obligation FirstMerit do not undertake to update any forward-looking statement except as required statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Huntington, FirstMerit, or any person acting on their behalf are expressly qualified in their entirety by lawthe cautionary statements contained or referred to in this joint proxy statement/prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains document includes “forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of ” about Energy Transfer and SemGroup that are subject to risks and uncertainties, including the satisfaction . All statements other than statements of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified historical fact included in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934statements. The Statements using words such as “mayanticipate,” “mightbelieve,” “will,” “should,” “estimateintend,” “project,” “plan,” “anticipate,” “expect,” “intendcontinue,” “outlookestimate,” “believegoal,” and other “forecast,” “may,” “will,” or similar expressions (or the negative of such terms) are intended to help identify forward-looking statements. If underlying assumptions prove inaccurate Except for their respective obligations to disclose material information under U.S. federal securities laws, neither Energy Transfer nor SemGroup undertakes any obligation to release publicly any revisions to any forward-looking statements, to report events or unknown circumstances after the date of this document, or to report the occurrence of unanticipated events. Forward-looking statements involve a number of risks or uncertainties materializeand uncertainties, and actual results and the timing of or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: • the results and/or expected timing discussed of closing the merger and benefits of the merger; • the matters described in the section titled “Risk Factors;” • cyclical or other downturns in demand; • adverse changes in economic or industry conditions; • changes in the securities and capital markets; • changes affecting customers or suppliers; • changes in laws or regulations, third-party relations and approvals, and decisions of courts, regulators and/or governmental bodies; • effects of competition; • developments in and losses resulting from claims and litigation; • changes in operating conditions and costs; • the extent of Energy Transfer’s or SemGroup’s ability to achieve its operational and financial goals and initiatives; and • Energy Transfer’s continued taxation as a partnership and not as a corporation. In addition, the acquisition of SemGroup by Energy Transfer is subject to the satisfaction of certain conditions and the absence of events that could give rise to the termination of the merger agreement, the possibility that the merger does not close, risks that the proposed acquisition disrupts current plans and operations and business relationships or poses difficulties in attracting or retaining employees, the possibility that the costs or difficulties related to the integration of the two companies will be greater than expected and the possibility that the anticipated benefits from the merger cannot or will not be fully realized. All written and oral forward-looking statementsstatements attributable to Energy Transfer or SemGroup or persons acting on behalf of Energy Transfer or SemGroup are expressly qualified in their entirety by such factors. For additional information with respect to these factors, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of please see the date of this communication, and neither Tyson nor AdvancePierre Foods undertakes any obligation to update any forward-looking statement except as required by lawsection entitled “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute document includes certain forward-looking statements within the meaning of Section 27A the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1933 1995 regarding, among other things, statements about BioTelemetry’s and Section 21E VirtualScopics’ beliefs and expectations, statements about BioTelemetry’s proposed acquisition of VirtualScopics, including and the timing and success of the Securities Exchange Act tender offer and expectations regarding the growth and success of 1934the combined entity. The These statements may be identified by words such as “mayexpect,” “might,” “will,” “shouldanticipate,” “estimate,” “projectintend,” “plan,” “anticipatebelieve,” “expectpromises”, “projects,” “intend,” “outlook,” “believe” and other words and terms of similar expressions (or the negative of such terms) are intended to identify meaning. Such forward-looking statements. If underlying assumptions prove inaccurate statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or unknown risks or uncertainties materializechange any of these expectations, and could cause actual outcomes and results and the timing of events may to differ materially from the results and/or timing discussed in the current expectations. Factors that may materially affect such forward-looking statementsstatements include: BioTelemetry’s ability to successfully complete the tender offer for VirtualScopics’ shares or realize the anticipated benefits of the transaction; and the failure of any of the conditions to BioTelemetry’s tender offer to be satisfied. For further details and a discussion of these and other risks and uncertainties, please see BioTelemetry’s and VirtualScopics’ public filings with the Securities and Exchange Commission, including the companies’ latest periodic reports on Form 10-K and 10-Q. BioTelemetry and VirtualScopics do not undertake, and readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date of this communicationspecifically disclaim, and neither Tyson nor AdvancePierre Foods undertakes any obligation to publicly update or amend any forward-looking statement except statement, whether as required by lawa result of new information, future events, or otherwise.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains Certain statements made in this prospectus, the documents that are incorporated by reference in this prospectus and other written or oral statements made by or on behalf of AMC may constitute “forward- looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,” “project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on which it is made. Examples of forward-looking statements include statements we make regarding the impact of COVID-19, future attendance levels and our liquidity. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: • the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available borrowing capacity to comply with minimum liquidity and financial requirements under our debt covenants related to borrowings pursuant to our senior secured revolving credit facility and Odeon term loan facility, fund operations, and satisfy obligations including cash outflows for deferred rent and planned capital expenditures currently and through the next twelve months. In order to achieve net positive operating cash flows and long-term profitability, the Company will need to continue to increase attendance levels significantly compared to aggregate 2021 and the combined first and second quarter of 2022. Domestic industry box office grosses increased significantly to approximately $3.7 billion during the first six months of 2022, compared to the first six months of 2021 of $1.1 billion, and were approximately 66% of domestic box office grosses of $5.6 billion during the first six months of 2019. The Company believes the anticipated volume of titles available for theatrical release and the anticipated broad appeal of many of those titles will support increased attendance levels. The Company’s business is seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. However, there remain significant risks that may negatively impact attendance levels, including statements regarding a resurgence of COVID-19 related restrictions, potential movie-goer reluctance to attend theatres due to concerns about COVID- 19 variant strains, movie studios release schedules and direct to streaming or other changing movie studio practices and consumer behavior. If we are unable to achieve significantly increased levels of attendance and operating revenues, we may be required to obtain additional liquidity. If such additional liquidity were not realized or insufficient, we likely would seek an in-court or out-of-court restructuring of our liabilities, and in the expected consummation event of such future liquidation or bankruptcy proceeding, holders of our common stock and other securities would likely suffer a total loss of their investment; • the impact of COVID-19 variant strains on us, the motion picture exhibition industry, and the economy in general, including our response to COVID-19 variant strains and suspension of operations at our theatres, personnel reductions and other cost-cutting measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary measures at our facilities to protect the health and well-being of our customers and employees; • risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our financial maintenance and other covenants; • shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming platforms on the same date, and the theatrical release of fewer movies; • increased use of alternative film delivery methods including premium video on demand or other forms of entertainment; • intense competition in the geographic areas in which we operate among exhibitors or from other forms of entertainment; • certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business opportunities and limit or restrict our ability to pay dividends, pre-pay debt, and also to refinance debt and to do so at favorable terms; • risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre and other closure charges, and the fair value of the acquisitioninvestment in Hycroft common shares and warrants; • risks relating to motion picture production and performance; • our lack of control over distributors of films; • general and international economic, which involve a number political, regulatory, social and financial market conditions, inflation, and other risks; • limitations on the availability of risks and uncertaintiescapital or poor financial results may prevent us from deploying strategic initiatives; • an issuance of preferred stock, including the satisfaction AMC Preferred Equity Units, could dilute the voting power of the common stockholders and adversely affect the market value of our common stock and AMC Preferred Equity Units; • limitations on the authorized number of common stock shares prevents us from raising additional capital through common stock issuances; • our ability to achieve expected synergies, benefits and performance from our strategic initiatives; • our ability to refinance our indebtedness on terms favorable to us or at all; • our ability to optimize our theatre circuit through new construction, the transformation of our existing theatres, and strategically closing conditions underperforming theatres may be subject to delay and unanticipated costs; • failures, unavailability or security breaches of our information systems; • our ability to utilize interest expense deductions may be limited annually due to Section 163(j) of the Tax Cuts and Jobs Act of 2017; • our ability to recognize interest deduction carryforwards, net operating loss carryforwards and other tax attributes to reduce our future tax liability; • our ability to recognize certain international deferred tax assets which currently do not have a valuation allowance recorded; • impact of the elimination of the calculation of USD LIBOR rates on our contracts indexed to USD LIBOR; • review by antitrust authorities in connection with acquisition opportunities; • risks relating to the incurrence of legal liability, including costs associated with the ongoing securities class action lawsuits; • dependence on key personnel for current and future performance and our ability to attract and retain senior executives and other key personnel, including in connection with any future acquisitions; • increased costs in order to comply or resulting from a failure to comply with governmental regulation, including the acquisition General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and pending future domestic privacy laws and regulations; • supply chain disruptions may negatively impact our operating results; • the dilution caused by recent and potential future sales of our common stock and AMC Preferred Equity Units could adversely affect the market price of the common stock and AMC Preferred Equity Units; • the market price and trading volume of our shares of common stock has been and may continue to be volatile and such volatility may also apply to our AMC Preferred Equity Units, and purchasers of our securities could incur substantial losses; • future offerings of debt, which would be senior to our common stock and AMC Preferred Equity Units for purposes of distributions or upon liquidation, could adversely affect the market price of our common stock and AMC Preferred Equity Units; • the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between Russia and Ukraine and that Sweden and Finland (countries where we operate approximately 100 theatres) completed accession talks at NATO headquarters in Brussels on July 4, 2022 and NATO ambassadors signed the accession protocols on July 5, 2022, which could cause a deterioration in the relationship each country has with Russia, and the potential impact of financial and economic sanctions on the regional and global economy, or widespread health emergencies, such as regulatory approval for COVID-19 or other pandemics or epidemics, causing people to avoid our theatres or other public places where large crowds are in attendance; • anti-takeover protections in our amended and restated certificate of incorporation and our amended and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be beneficial to our stockholders; and • other risks referenced from time to time in filings with the transaction SEC. This list of factors that may affect future performance and the tender accuracy of at least a majority forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution accordingly against relying on forward-looking statements. Consider these factors carefully in evaluating the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; forward-looking statements. For further information about these and other risks and uncertaintiesuncertainties as well as strategic initiatives, including those identified see “Risk Factors” in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ the Annual Report on Form 10-K for the year ended December 31, 2016 2021 and AdvancePierre Foods’ Registration Statement subsequent reports filed by us with the SEC, including on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 8-K. All subsequent written and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute oral forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers statements included herein are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements speak made only as of the date of this communicationhereof, and neither Tyson nor AdvancePierre Foods undertakes we do not undertake any obligation to update release publicly any revisions to such forward-looking statement except as required by lawstatements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains includes forward-looking statements related to Kite and the acquisition of Kite by Gilead, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the expected consummation intent, belief or current expectation of Kite and members of their senior management team. Forward-looking statements include, without limitation, statements regarding the acquisitionbusiness combination, which involve a number of risks similar transactions, prospective performance, future plans, events, expectations, performance, objectives and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction opportunities and the tender outlook for Kite’s business; the commercial success of at least a majority Kite’s products; approval of axi-cel by the outstanding shares FDA; the anticipated timing of capital stock of AdvancePierre Foods)clinical data; the possibility that of unfavorable results from clinical trials; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction will not be completed; considering the impact of general economic, industry, market or political various closing conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects accuracy of any assumptions underlying any of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and foregoing. Investors are cautioned that any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute such forward-looking statements within the meaning are not guarantees of Section 27A of the Securities Act of 1933 future performance and Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” involve risks and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. ForwardActual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements speak only include: uncertainties as to the timing of the date tender offer and merger; uncertainties as to how many of this communicationKite’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effects of the transaction (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from Kite’s ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission by Kite, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Kite. All of the materials related to the offer (and all other offer documents filed with the SEC) will be available at no charge from the SEC through its website at ▇▇▇.▇▇▇.▇▇▇. Investors and security holders may also obtain free copies of the documents filed with the SEC by ▇▇▇▇ at ▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇. All forward-looking statements are based on information currently available to Kite, and neither Tyson nor AdvancePierre Foods undertakes any Kite assumes no obligation to update any forward-looking statement except as required by lawstatements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains includes forward-looking statements related to Kite and the acquisition of Kite by Gilead that are subject to risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the expected consummation intent, belief or current expectation of Kite and members of their senior management team. Forward-looking statements include, without limitation, statements regarding the acquisitionbusiness combination, which involve a number of risks similar transactions, prospective performance, future plans, events, expectations, performance, objectives and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction opportunities and the tender outlook for Kite’s business; the commercial success of at least a majority Kite’s products; approval of axi-cel by the outstanding shares FDA; the anticipated timing of capital stock of AdvancePierre Foods)clinical data; the possibility that of unfavorable results from clinical trials; filings and approvals relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction will not be completed; considering the impact of general economic, industry, market or political various closing conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects accuracy of any assumptions underlying any of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and foregoing. Investors are cautioned that any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute such forward-looking statements within the meaning are not guarantees of Section 27A of the Securities Act of 1933 future performance and Section 21E of the Securities Exchange Act of 1934. The words “may,” “might,” “will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” involve risks and other similar expressions (or the negative of such terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. ForwardActual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements speak only include: uncertainties as to the timing of the date tender offer and merger; uncertainties as to how many of this communicationKite’s stockholders will tender their stock in the offer; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effects of the transaction (or the announcement thereof) on relationships with employees, customers, other business partners or governmental entities; transaction costs; the risk that the merger will divert management’s attention from Kite’s ongoing business operations; and other risks and uncertainties detailed from time to time in documents filed with the Securities and Exchange Commission by Kite, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by Kite. All of the materials related to the offer (and all other offer documents filed with the SEC) will be available at no charge from the SEC through its website at ▇▇▇.▇▇▇.▇▇▇. Investors and security holders may also obtain free copies of the documents filed with the SEC by ▇▇▇▇ at ▇▇▇▇://▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇.▇▇▇. All forward-looking statements are based on information currently available to Kite, and neither Tyson nor AdvancePierre Foods undertakes any Kite assumes no obligation to update any forward-looking statement except as required by lawstatements.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. This communication contains forward-looking statements, including statements regarding the expected consummation of the acquisition, which involve a number of risks and uncertainties, including the satisfaction of closing conditions for the acquisition (such as regulatory approval for the transaction joint proxy statement and the tender of at least a majority of the outstanding shares of capital stock of AdvancePierre Foods); the possibility that the transaction will not be completed; the impact of general economic, industry, market or political conditions; risks related to the ultimate outcome and results of integrating the operations of Tyson and AdvancePierre Foods; the ultimate outcome of ▇▇▇▇▇’▇ operating strategy applied to AdvancePierre Foods and the ultimate ability to realize synergies; the effects of the business combination on Tyson and AdvancePierre Foods, including on the combined company’s future financial condition, operating results, strategy and plans; and other risks and uncertainties, including those identified in AdvancePierre Foods’ periodic filings, including AdvancePierre Foods’ Annual Report on Form 10-K for the year ended December 31, 2016 and AdvancePierre Foods’ Registration Statement on Form S-1 filed with the U.S. Securities Exchange Commission (“SEC”) on April 5, 2017 and any subsequent quarterly reports on Form 10-Q, as well as the tender offer documents to be filed with the SEC incorporated herein by Tyson and the Solicitation/Recommendation statement on Schedule 14D-9 to be filed by AdvancePierre Foods. These statements constitute forward-reference contain forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934Act. The These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. They use words “such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘projection,’’ ‘‘forecast,’’ ‘‘strategy,’’ ‘‘position,’’ ‘‘continue,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘could,’’ ‘‘should,’’ ‘‘might,’’ ‘‘may,” “might,” “’’ ‘‘will,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “believe” and other similar expressions (’’ or the negative of such those terms or other variations of them or comparable terminology. In particular, statements, express or implied, concerning expected financial performance; expected impact of the transaction and any synergies or cost-savings associated therewith; dividends; expected utilization, day rates, revenues, revenue efficiency, operating expenses, contract terms) are intended to identify forward-looking statements. If underlying assumptions prove inaccurate , contract backlog, capital expenditures, insurance, financing and funding; the availability, delivery, mobilization, contract commencement or unknown risks relocation or uncertainties materialize, actual results other movement of rigs and the timing thereof; future rig construction (including construction in progress and completion thereof), enhancement, upgrade or repair and timing and cost thereof, including startup and post-idle costs; the suitability of rigs for future contracts; remaining rig useful lives; the offshore drilling market, including supply and demand, customer drilling programs, stacking of rigs, effects of new rigs on the market and effects of declines in commodity prices; expected divestitures of assets; general market, business and industry conditions, trends and outlook; future operations; the impact of increasing regulatory complexity; our program to high-grade the rig fleet by investing in new equipment and divesting selected assets and underutilized rigs; expense management; and the likely outcome of litigation, legal proceedings, investigations or insurance or other claims or contract disputes and the timing thereof. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from the results and/or timing discussed those expressed in the forward-looking statements, and readers are cautioned not to place undue reliance on these forward-looking statements. ForwardMany of the factors that will determine actual results are beyond the ability of Ensco or ▇▇▇▇▇ to control or predict. Specific factors which could cause actual results to differ from those in the forward-looking statements speak include: • the ability to complete the transaction; • failure, difficulties, and delays in meeting conditions required for closing set forth in the transaction agreement; • the ability to obtain requisite regulatory, court and shareholder approval and the satisfaction of the other conditions to the consummation of the transaction; • the potential impact of the announcement or consummation of the transaction on relationships, including with employees, suppliers, customers, competitors, lenders and credit rating agencies; • Ensco’s ability to successfully integrate ▇▇▇▇▇’▇ operations and employees and to realize synergies and cost savings; • Ensco’s and ▇▇▇▇▇’▇ ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor regulations, unionization or otherwise; • Ensco’s and ▇▇▇▇▇’▇ ability to obtain financing, service indebtedness and pursue other business opportunities may be limited by debt levels, debt agreement restrictions and the credit ratings assigned to the debt by independent credit rating agencies; • the adequacy of sources of liquidity for Ensco and ▇▇▇▇▇ and their customers; • changes in worldwide rig supply and demand, competition or technology, including as a result of delivery of newbuild drilling rigs; • downtime and other risks associated with offshore rig operations, including rig or equipment failure, damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed drilling limitations and other delays due to severe storms and hurricanes and the limited availability or high cost of insurance coverage for certain offshore perils, such as hurricanes in the Gulf of Mexico or associated removal of wreckage or debris; • risks inherent to shipyard rig construction, repair, modification or upgrades, unexpected delays in equipment delivery, engineering, design or commissioning issues following delivery, or changes in the commencement, completion or service dates; • possible cancellation, suspension, renegotiation or termination (with or without cause) of drilling contracts as a result of general and industry-specific economic conditions, mechanical difficulties, performance or other reasons; • potential long-lived asset impairments; • changes in future levels of drilling activity and expenditures by Ensco’s and ▇▇▇▇▇’▇ customers, whether as a result of global capital markets and liquidity, prices of and demand for oil and natural gas or otherwise, which may cause Ensco or Rowan to idle or stack additional rigs; • delays in contract commencement dates or the cancellation of drilling programs by operators; • the occurrence of cybersecurity incidents, attacks or other breaches to Ensco’s and ▇▇▇▇▇’▇ information technology systems; • Ensco’s and ▇▇▇▇▇’▇ ability to enter into, and the terms of, future drilling contracts, including contracts for the newbuild units, for rigs currently idled and for rigs whose contracts are expiring; • the outcome of litigation, legal proceedings, investigations or other claims or contract disputes, including any inability to collect receivables or resolve significant contractual or day rate disputes, any renegotiation, nullification, cancellation or breach of contracts with customers or other parties and any failure to execute definitive contracts following announcements of letters of intent or award; • environmental or other liabilities, risks, damages or losses, whether related to storms or hurricanes (including wreckage or debris removal), collisions, groundings, blowouts, fires, explosions, other accidents, terrorism or otherwise, for which insurance coverage and contractual indemnities may be insufficient, unenforceable or otherwise unavailable; • governmental action, terrorism, piracy, military action and political and economic uncertainties, including uncertainty or instability resulting from civil unrest, political demonstrations, mass strikes, or an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East, North Africa, West Africa or other geographic areas, which may result in expropriation, nationalization, confiscation or deprivation of Ensco’s or Rowan’s assets or suspension and/or termination of contracts based on force majeure events; • governmental regulatory, legislative and permitting requirements affecting drilling operations, including limitations on drilling locations (such as the Gulf of Mexico during hurricane season); • new and future regulatory, legislative or permitting requirements, future lease sales, changes in laws, rules and regulations that have or may impose increased financial responsibility, additional oil spill abatement contingency plan capability requirements and other governmental actions that may result in claims of force majeure or otherwise adversely affect existing drilling contracts, operations or financial results; • tax matters, including Ensco’s and ▇▇▇▇▇’▇ effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes; • adverse changes in foreign currency exchange rates, including their effect on the fair value measurement of our derivative instruments; and • those set forth in or incorporated by reference into this joint proxy statement in the section entitled ‘‘Risk Factors.’’ Unless expressly stated otherwise, forward-looking statements are based on the expectations and beliefs of the respective managements of Ensco and ▇▇▇▇▇, based on information currently available, concerning future events affecting Ensco and Rowan. Although Ensco and ▇▇▇▇▇ believe that these forward-looking statements are based on reasonable assumptions, they are subject to uncertainties and factors related to Ensco’s and ▇▇▇▇▇’▇ operations and business environments, all of which are difficult to predict and many of which are beyond Ensco’s and ▇▇▇▇▇’▇ control. Any or all of the forward- looking statements in this joint proxy statement may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. The foregoing list of factors should not be construed to be exhaustive. Many factors mentioned in this joint proxy statement, including the risks outlined under the caption ‘‘Risk Factors’’ contained in Ensco’s and ▇▇▇▇▇’▇ Exchange Act reports incorporated herein by reference, will be important in determining future results, and actual future results may vary materially. There is no assurance that the actions, events or results of the forward-looking statements will occur, or, if any of them do, when they will occur or what effect they will have on Ensco’s and ▇▇▇▇▇’▇ results of operations, financial condition, cash flows or distributions. In view of these uncertainties, Ensco and ▇▇▇▇▇ caution that investors should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date of this communicationon which it is made, and, except as required by law, Ensco and neither Tyson nor AdvancePierre Foods undertakes any ▇▇▇▇▇ undertake no obligation to update or revise any forward-looking statement except as required by lawto reflect events or circumstances after the date on which it is made or to reflect new information or the occurrence of anticipated or unanticipated events or circumstances. The Ensco general meeting will be held at the offices of ▇▇▇▇▇▇▇▇▇ and May, One Bunhill Row, London EC1Y 8YY, England, at 4:00 p.m. (London time) on January 23, 2019. You will be asked to consider and pass the six proposals below.