HOLDCO ASSET MANAGEMENT RELEASES PRESENTATION TO THE SHAREHOLDERS OF COMERICA INC.

Core Viewpoint - HoldCo Asset Management urges Comerica shareholders to vote against the proposed merger with Fifth Third, arguing that the deal undervalues Comerica and that rejecting it could lead to better outcomes with either Fifth Third or other potential buyers [1][2]. Summary by Relevant Sections Merger Concerns - HoldCo criticizes the merger process as unusually rushed, with only a 17-day negotiation period led by CEO Curtis Farmer, who may have conflicts of interest due to potential election contests [2]. - The merger agreement is perceived as offering a bargain price for Fifth Third, as it does not involve tangible book dilution, unlike other recent large-bank mergers [2]. Shareholder Interests - HoldCo believes that shareholders can achieve a better deal by voting against the merger, as the agreement requires both parties to make reasonable efforts to restructure the transaction if it is rejected [2]. - The potential financial benefits for CEO Farmer from the merger, estimated at around $140 million over the next decade, are seen as misaligned with shareholder interests, prompting the call for a higher price or a superior alternative [2]. Litigation Update - HoldCo provides an update on its litigation opposing the merger, emphasizing its economic interest in Comerica's stock, which it owns approximately 1.6% of [1][2].