Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of
the Securities Exchange Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Stericycle or its management is
discussing its beliefs, estimates or expectations. Such statements generally include words such as believes, expects, intends, anticipates, estimates, continues,
may, plan, will, goal, or similar expressions. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our
management about future events and are therefore subject to risks and uncertainties, many of which are outside Stericycles control, which could cause actual results to differ materially from what is contained in such forward-looking statements
as a result of various factors, including, without limitation: (1) the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to
adopt the Agreement and Plan of Merger, dated as of June 3, 2024 (the Merger Agreement), the failure to obtain required regulatory approvals for the proposed transaction or the failure to satisfy the other conditions to the
consummation of the proposed transaction; (2) the risk that the Merger Agreement may be terminated in circumstances requiring Stericycle to pay a termination fee; (3) the risk that the proposed transaction disrupts Stericycles
current plans and operations or diverts managements attention from its ongoing business; (4) the effect of the announcement of the proposed transaction on the ability of Stericycle to retain and hire key personnel and maintain
relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the proposed transaction on Stericycles operating results and business generally; (6) the significant costs,
fees and expenses related to the proposed transaction; (7) the risk that Stericycles stock price may decline significantly if the proposed transaction is not consummated; (8) the nature, cost and outcome of any litigation and other
legal proceedings, including any such proceedings related to the proposed transaction and instituted against Stericycle and/or its directors, executive officers or other related persons; and (9) other factors that could affect Stericycles
business such as, without limitation, inflationary cost pressure in labor, supply chain, energy, and other expenses, decreases in the volume of regulated wastes or personal and confidential information collected from customers, and disruptions
resulting from deployment of systems, disruptions in our supply chain, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, Sorted Office
Paper (SOP) pricing volatility or pricing volatility in other commodities, changes in the volume of paper processed by our secure information destruction business and the revenue generated from the sale of SOP, and changes in
governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information.
If the proposed transaction is consummated, Stericycles stockholders will cease to have any equity interest in Stericycle and will have no right to
participate in its earnings and future growth. These and other factors are identified and described in more detail in Stericycles Annual Report on Form 10-K for the year ended December 31, 2023, as
well as Stericycles subsequent filings and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on Stericycles projections and other forward-looking statements, which speak only as of the date thereof.
Except as required by applicable law, Stericycle undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.