AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • December 13th, 2022 • Crown Holdings Inc • Metal cans • Pennsylvania
This Amendment No. 1 to Rights Agreement (this “Amendment”) is made and entered into as of December 13, 2022, by and between Crown Holdings, Inc., a Pennsylvania corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Rights Agent (the “Rights Agent”), and amends the Rights Agreement, dated as of November 7, 2022, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Rights Agreement.
DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • December 13th, 2022 • Crown Holdings Inc • Metal cans
This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Crown Holdings, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as of December 12, 2022, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose non-privileged information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this letter agreement, and that other members of the Board may similarly disclose information to you if they wish to do so, subject to the
