As previously disclosed, on March 18, 2014, HRG entered into the Letter Agreement with Leucadia (the “Letter Agreement”). Pursuant to the Letter Agreement, Leucadia had the right to designate two directors to HRG’s board. The Letter Agreement further provided, among other things, that without the prior approval of a majority of the directors on HRG’s board (other than the Leucadia designees), Leucadia and its affiliates will not acquire additional shares or voting rights of HRG that would increase Leucadia’s beneficial ownership above 27.5% of the voting power of HRG’s outstanding securities. The Letter Agreement also restricted Leucadia’s and its affiliates’ ability to make certain proposals or solicit such proxies and limited Leucadia’s ability to sell its investment in HRG to counterparties who hold, or after giving effect to a sale would hold, in excess of 4.9% of HRG’s voting stock (subject to certain exceptions). The Letter Agreement also obligated Leucadia to vote in favor of the slate of directors nominated by a majority of HRG’s board (other than the Leucadia designees). Pursuant to the Letter Agreement, the rights and obligations described above expired on March 18, 2016.

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