WDR Waddell and Reed Financial

As previously disclosed, on December 2, 2020, Waddell & Reed Financial, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “merger agreement”) with Macquarie Management Holdings, Inc., a Delaware corporation (“Macquarie”), Merry Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Macquarie (the “Merger Sub”), and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, an Australian proprietary company formed under the laws of the Commonwealth of Australia, providing for, subject to the satisfaction or waiver of certain conditions, the acquisition of the Company by Macquarie. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie.

On January 28, 2021, the Company and Macquarie jointly filed a final joint voluntary notice for review by the Committee on Foreign Investment in the Unites States (“CFIUS”), which CFIUS accepted for review by letter dated February 4, 2021. In that letter, CFIUS confirmed that February 4, 2021 is the first day of the initial 45-day review period and that this initial review period will conclude no later than March 22, 2021. On March 22, 2021, CFIUS notified the parties that CFIUS has determined that there are no unresolved national security concerns with respect to the merger and its review with respect to the merger is concluded.

Receipt of the CFIUS clearance satisfies a certain condition to the closing of the merger. The closing of the merger remains subject to the satisfaction or waiver of the remaining conditions to the merger set forth in the merger agreement.