Exact Sciences (EXAS) investor relations material

Executive summary

• A special meeting is scheduled for February 20, 2026, for shareholders to vote on a proposed merger with Abbott Laboratories, where Exact Sciences will become a wholly owned subsidiary and its stock will be delisted from Nasdaq and deregistered with the SEC.

• Each share of Exact common stock will be converted into the right to receive $105.00 in cash, representing a significant premium over recent trading prices.

• The board unanimously recommends voting in favor of the merger, the related executive compensation, and any adjournment needed to solicit additional proxies.

• The merger is not subject to a financing contingency; Abbott has secured a $20 billion bridge loan commitment to ensure payment.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: adoption of the merger agreement, approval of executive compensation related to the merger (advisory), and approval of any adjournment to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of votes cast at the meeting.

• The board and executive officers, holding about 1.5% of shares, intend to vote in favor of all proposals.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including multiple rounds of negotiation with Abbott, and determined the merger is in the best interests of shareholders.

• The merger agreement allows the board to consider superior proposals and change its recommendation under certain conditions, subject to a termination fee.

• After the merger, the directors of Merger Sub will become the initial directors of the surviving corporation.