Jana Cooperation Agreement

As part of the appointment of these two new directors, TreeHouse Foods and JANA Partners have entered into a cooperation agreement that includes customary standstill and voting obligations. A copy of the agreement will be attached to the Company`s current report on Form 8-K filed with the Securities and Exchange Commission. Accordingly, in light of the foregoing considerations, the agreements and arrangements contained herein, and for any other good and valuable consideration, the preservation and sufficiency of which are hereby acknowledged, the parties agree that: OAK BROOK, Illinois, March 2, 2021 /PRNewswire/ — TreeHouse Foods, Inc. (NYSE: THS) today announced an agreement with JANA Partners LLC, which owns approximately 7.4% of the outstanding common shares of TreeHouse, Under which TreeHouse will appoint two new independent directors to its Board of Directors effective March 2, 2021: John P. Gainor Jr. and Kenneth I. Tuchman. OAK BROOK, ILLINOIS — TreeHouse Foods, Inc. appointed John P.

Gainor Jr. and Kenneth I. Tuchman as independent directors to its Board of Directors on March 2. In addition, TreeHouse said it has entered into a “cooperation agreement” with Jana Partners, which essentially requires companies not to speak out against each other. The agreement with Jana Partners, which owns approximately 7.4% of TreeHouse`s outstanding common stock, comes just under a month after Jana asked TreeHouse to review a strategic review, including a potential sale. 5. Considerations. This change may be made in two or more counterparties, either manually or by electronic or digital signature (including by fax or e-mail), each of which shall be considered original and together constitute a single agreement.

. Honorary Recipient Involved: Brandon Gold – Schulte Roth & Zabel; Daniel Goldstein – Schulte Roth & Zabel; Eleazer Klein – Schulte Roth & Zabel; Abraham Schwartz – Schulte Roth & Zabel; Thomas Cole – Sidley Austin LLP; Kai Liekefett – Sidley Austin LLP; Sarah Iftekhar – Sidley Austin LLP; Ashley Krause – Sidley Austin LLP; Loren Oumarova – Sidley Austin LLP; Sidley`s team was led by lead attorney Thomas A. Cole, chairman emeritus of the firm`s executive committee, and partner Kai Haakon Liekefett (pictured), co-chair of the firm`s shareholder activism practice, and included partners Sarah Iftekhar, Loren Oumarova, Roy Cohen and Ashley Krause. To ensure that our website works well for all users, the SEC monitors the frequency of requests for content SEC.gov to ensure that automated searches do not interfere with other people`s ability to access SEC.gov content. We reserve the right to block IP addresses that make excessive requests. Current policies limit users to a total of no more than 10 requests per second, regardless of the number of computers used to send requests. Current policies limit each user to a total of no more than 10 requests per second, regardless of the number of computers used to send requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that make excessive requests. Signature page Amendment No 2 to the Cooperation Agreement b.

All references in the Agreement to the 2019 Annual Meeting and all provisions of the Agreement relating to actions to be taken at or in connection with the 2019 Annual Meeting are deleted. Sidley Austin LLP advised TreeHouse Foods, Inc. in the transaction, while Schulte represented JANA Partners. For more information, see the SEC`s Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission. 3. Successor. This amendment binds and benefits each party and its successors in title.

4. Governing Law. This amendment shall be construed, governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Your request rate has exceeded the maximum number of requests allowed per sec second. Your access to SEC.gov is limited to 10 minutes. 2. Ratification of the Agreement. Except as otherwise provided herein, the Agreement shall remain unchanged and in full force and effect. .