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2019 Special Meeting of Stockholders

Date:?Friday, April 12, 2019
Time: 10:00 AM ET
Location: Kirkland & Ellis LLP,?601 Lexington Avenue,?New York,?New York

Summary of Proceedings

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Presiding: Giovanni Caforio, M.D., Chairman of the Board and Chief Executive Officer

Attendance:

A total of 1,230,610,260 shares of the company’s common stock and $2.00 convertible preferred stock were represented at the meeting in person or by proxy. This attendance constituted over 75% of the shares outstanding and entitled to vote at the meeting.

Proposals:

The proposal on the issuance of company common stock was approved by a vote of 932,407,066 shares in favor, with 293,574,837 shares against, 4,628,357 shares abstaining and 0 broker non-votes.

The proposal on the adjournment of the special meeting was approved by a vote of 899,968,525 shares in favor, with 324,389,969 shares against, 6,250,627 shares abstaining and 0 broker non-votes. However, since the proposal on the issuance of company common stock was approved, this proposal, while approved, was not necessary.

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