Henry Schein entered into a Letter Agreement on Voting Commitment with KKR Hawaii Aggregator L.P. (KKR) on April 7, 2025, related to certain voting provisions in the Strategic Partnership Agreement dated January 29, 2025.

1. 01

   Henry Schein entered into a Letter Agreement on Voting Commitment with KKR Hawaii Aggregator L.P. (KKR) on April 7, 2025, related to certain voting provisions in the Strategic Partnership Agreement dated January 29, 2025.

2. 02

   The company said that if both Institutional Shareholder Services and Glass Lewis & Co. issue a voting recommendation on a proposal made by another stockholder that differs from the Board's recommendation, the Investor Parties and their Affiliates may vote in their sole discretion on that proposal.

3. 03

   The company said the discretionary voting provision applies to stockholder meetings and written consent procedures, but does not apply to proposals on the election or removal of directors.

4. 04

   The company said that, except as set out in the Letter Agreement, its execution and effectiveness do not constitute a waiver or amendment of any provision of the Partnership Agreement, and the remaining provisions stay unchanged and in effect.

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