Citi Investment Banking Pitch Book

Process Interplay of Business Combination Provision 7 One-Step Papa negotiates with the Special Committee to work toward signing a merger agreement Transaction then subject to shareholder vote when a simple majority of the Class A common stock needs to vote in favor of the transaction Merger agreement could be made subject to a majority of the minority as additional validation of what the Special Committee negotiated Two-Step Special Committee consisting of Independent Directors is practical requirement DRAFT 29-Jun-04 Support of the Special Committee can be gained prior or following launch. Support is typically gained post-launch • 88% of recent Special Committees in going private transactions eventually recommended the transaction (the remaining 12% adopted a neutral position) If Special Committee support is not gained, back-end merger will require a special meeting called by the Independent Directors and the vote will be subject to a majority of the minority of the shares that have not tendered citigroup

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