Supplemental Confirmations dated April, 25, 2019, to Master Confirmation, dated March 11, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and JPMorgan Chase Bank, National Association, London Branch
*CERTAIN INFORMATION IDENTIFIED WITH A MARK
OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT
BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD
BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
| To: |
| Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 |
| From: |
| JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England |
| Subject: |
| Supplemental Confirmation—Accelerated Stock Buyback Tranche 3 |
| Date: |
| April 25, 2019 |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between JPMorgan and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of March 11, 2019 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
| Trade Date: | April 25, 2019 |
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| Forward Price Adjustment Amount: | [**]* |
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| Calculation Period Start Date: | April 26, 2019 |
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| Scheduled Termination Date: | June 27, 2019 |
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| First Acceleration Date: | [**]* |
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| Prepayment Amount: | USD 100,000,000 |
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| Prepayment Date: | April 29, 2019 |
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| Initial Shares: | 3,007,785; provided that if, in connection with the Transaction, JPMorgan is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that JPMorgan is able to so borrow or otherwise acquire, and JPMorgan shall use reasonable good faith efforts to borrow or otherwise acquire a number of Shares equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares as soon as reasonably practicable. The aggregate of all Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation. | |
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and regulation by
the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to certain
matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the United States of
America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our
regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference Number:
124491).
| Initial Share Delivery Date: | April 29, 2019 | ||||
| Ordinary Dividend Amount: | [**]* | ||||
| Scheduled Ex-Dividend Dates: | June 27, 2019 | ||||
| Termination Price: | [**]* | ||||
| Additional Relevant Days: | The five (5) Exchange Business Days immediately following the Calculation Period. | ||||
| Reserved Shares: | 95,763,310 | ||||
| Calculation Dates: |
| ||||
| 1. | April 29, 2019 | 2. | May 1, 2019 | 3. | May 3, 2019 |
| 4. | May 7, 2019 | 5. | May 9, 2019 | 6. | May 13, 2019 |
| 7. | May 15, 2019 | 8. | May 17, 2019 | 9. | May 20, 2019 |
| 10. | May 21, 2019 | 11. | May 22, 2019 | 12. | May 23, 2019 |
| 13. | May 24, 2019 | 14. | May 28, 2019 | 15. | May 29, 2019 |
| 16. | May 30, 2019 | 17. | May 31, 2019 | 18. | June 3, 2019 |
| 19. | June 4, 2019 | 20. | June 5, 2019 | 21. | June 6, 2019 |
| 22. | June 7, 2019 | 23. | June 10, 2019 | 24. | June 11, 2019 |
| 25. | June 12, 2019 | 26. | June 13, 2019 | 27. | June 14, 2019 |
| 28. | June 17, 2019 | 29. | June 18, 2019 | 30. | June 19, 2019 |
| 31. | June 20, 2019 | 32. | June 21, 2019 | 33. | June 24, 2019 |
| 34. | June 25, 2019 | 35. | June 26, 2019 | 36. | June 27, 2019 |
| Following the First Acceleration Date, each Exchange Business Day thereafter shall be a Calculation Date. | |||||
3. Counterparty represents and warrants to JPMorgan that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.
4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.
[Remainder of Page Intentionally Blank]
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Supplemental Confirmation and returning it to us.
Very truly yours,
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION |
|
| By: /s/ JAMES B. LEE II |
|
| Authorized Signatory |
|
| Name: James B. Lee II |
|
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|
Accepted and confirmed
as of the Trade Date:
FIFTH THIRD BANCORP
| By: /s/ TAYFUN TUZUN |
|
| Authorized Signatory |
|
| Name: Tayfun Tuzun |
|
|
|
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and regulation by
the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to certain
matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the United States of
America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our
regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference Number:
124491).
*CERTAIN INFORMATION IDENTIFIED WITH A MARK
OF [**] HAS BEEN EXCLUDED FROM THIS EXHIBIT
BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD
BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
| To: |
| Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 |
| From: |
| JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England |
| Subject: |
| Supplemental Confirmation—Accelerated Stock Buyback Tranche 4 |
| Date: |
| April 25, 2019 |
The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”) and Fifth Third Bancorp (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between JPMorgan and Counterparty as of the relevant Trade Date for the Transaction referenced below.
1. This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of March 11, 2019 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.
2. The terms of the Transaction to which this Supplemental Confirmation relates are as follows:
| Trade Date: | April 25, 2019 |
| Forward Price Adjustment Amount: | [**]* |
| Calculation Period Start Date: | April 26, 2019 |
| Scheduled Termination Date: | June 27, 2019 |
| First Acceleration Date: | [**]* |
| Prepayment Amount: | USD 100,000,000 |
| Prepayment Date: | April 29, 2019 |
|
| |
| Initial Shares: | 3,007,785; provided that if, in connection with the Transaction, JPMorgan is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that JPMorgan is able to so borrow or otherwise acquire, and JPMorgan shall use reasonable good faith efforts to borrow or otherwise acquire a number of Shares equal to the shortfall in the Initial Share Delivery and to deliver such additional Shares as soon as reasonably practicable. The aggregate of all Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation. |
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and regulation by
the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to certain
matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the United States of
America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our
regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference Number:
124491).
| Initial Share Delivery Date: | April 29, 2019 | ||||
| Ordinary Dividend Amount: | [**]* | ||||
| Scheduled Ex-Dividend Dates: | June 27, 2019 | ||||
| Termination Price: | [**]* | ||||
| Additional Relevant Days: | The five (5) Exchange Business Days immediately following the Calculation Period. | ||||
| Reserved Shares: | 95,763,310 | ||||
| Calculation Dates: |
| ||||
| 1. | April 26, 2019 | 2. | April 30, 2019 | 3. | May 2, 2019 |
| 4. | May 6, 2019 | 5. | May 8, 2019 | 6. | May 10, 2019 |
| 7. | May 14, 2019 | 8. | May 16, 2019 | 9. | May 17, 2019 |
| 10. | May 20, 2019 | 11. | May 21, 2019 | 12. | May 22, 2019 |
| 13. | May 23, 2019 | 14. | May 24, 2019 | 15. | May 28, 2019 |
| 16. | May 29, 2019 | 17. | May 30, 2019 | 18. | May 31, 2019 |
| 19. | June 3, 2019 | 20. | June 4, 2019 | 21. | June 5, 2019 |
| 22. | June 6, 2019 | 23. | June 7, 2019 | 24. | June 10, 2019 |
| 25. | June 11, 2019 | 26. | June 12, 2019 | 27. | June 13, 2019 |
| 28. | June 14, 2019 | 29. | June 17, 2019 | 30. | June 18, 2019 |
| 31. | June 19, 2019 | 32. | June 20, 2019 | 33. | June 21, 2019 |
| 34. | June 24, 2019 | 35. | June 25, 2019 | 36. | June 26, 2019 |
| 37. | June 27, 2019 |
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| Following the First Acceleration Date, each Exchange Business Day thereafter shall be a Calculation Date. | |||||
3. Counterparty represents and warrants to JPMorgan that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.
4. This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.
[Remainder of Page Intentionally Blank]
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Supplemental Confirmation and returning it to us.
Very truly yours,
| JPMORGAN CHASE BANK, NATIONAL ASSOCIATION |
|
| By: /s/ JAMES B. LEE II |
|
| Authorized Signatory |
|
| Name: James B. Lee II |
|
|
|
Accepted and confirmed
as of the Trade Date:
FIFTH THIRD BANCORP
| By: /s/ TAYFUN TUZUN |
|
| Authorized Signatory |
|
| Name: Tayfun Tuzun |
|
|
|
JPMorgan Chase Bank, N.A. at its London Branch is a bank authorised and subject to supervision and regulation by
the Office of the Comptroller of the Currency, and is also supervised and regulated with respect to certain
matters by the Board of Governors of the Federal Reserve System, each in the jurisdiction of the United States of
America. Authorised by the Prudential Regulation Authority. Subject to regulation by the Financial Conduct
Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of our
regulation by the Prudential Regulation Authority are available from us on request. (Firm Reference Number:
124491).
