MARS COMMENCES CONSENT SOLICITATIONS AND OFFERS TO GUARANTEE RELATING TO KELLANOVA NOTES

Core Viewpoint - Mars, Incorporated is soliciting consents from holders of Kellanova's outstanding senior notes for proposed amendments to existing indentures, which are contingent upon the consummation of the acquisition of Kellanova [1][3]. Group 1: Consent Solicitations and Proposed Amendments - The Consent Solicitations are related to three existing indentures of Kellanova, dated March 15, 2001, May 21, 2009, and May 6, 2024 [1][6]. - Proposed Amendments aim to modify certain covenants and events of default in the existing indentures to align with Mars' senior notes [6][10]. - The consent payment for each $1,000 principal amount of existing Kellanova notes will be$1.00 in cash, payable upon the consummation of the acquisition [4][5]. Group 2: Conditions and Execution - The issuance of the Mars Guarantee and consent payments will occur promptly after the acquisition's closing, subject to the satisfaction of conditions outlined in the offering memorandum [2][3]. - The consent from holders of a majority of the outstanding aggregate principal amount of specific Kellanova notes is required for the proposed amendments to take effect [7][8]. - Consents can be revoked prior to the expiration date or the receipt of requisite consents, but not thereafter except under limited circumstances [12][13]. Group 3: Independent Nature of Solicitations - Each consent solicitation is independent and not conditioned upon the completion of other solicitations, although the payment and effectiveness of amendments depend on the acquisition's consummation [10][11]. - Mars reserves the right to amend the terms of any consent solicitation without affecting others [10][11].