Fidelity National Financial, Inc. announced the commencement of separate and distinct consent solicitations of the holders of each of its 4.500% Senior Notes due 2028 (the "2028 Notes"), 3.400% Senior Notes due 2030 (the "2030 Notes"), 2.450% Senior Notes due 2031 (the "2031 Notes") and 3.200% Senior Notes due 2051 (the "2051 Notes" and, collectively with the 2028 Notes, 2030 Notes and the 2031 Notes, the "Notes"; and each a "series of Notes") to effect a certain amendment to the indenture governing the Notes (the "Indenture") with respect to each series of Notes, as described below. As of April 12, 2024, there was $450,000,000 aggregate principal amount of 2028 Notes outstanding, $650,000,000 aggregate principal amount of the 2030 Notes outstanding, $600,000,000 aggregate principal amount of the 2031 Notes outstanding and $450,000,000 aggregate principal amount of the 2051 Notes outstanding. The proposed amendment to the Indenture would add a clause to the corporate existence covenant permitting the Company to redomesticate, by conversion, from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Nevada (the "Redomestication").

The Redomestication is described in detail in the Company's preliminary proxy statement filed with the Securities and Exchange Commission on April 15, 2024, as the same may be finalized, supplemented, modified or amended prior to the vote of the Company's shareholders contemplated thereby (the "Proxy Statement"). All other terms of the Indenture will remain unchanged. The Company believes that there are important reasons the Redomestication is in the best interest of the Company and its shareholders, which are discussed in the Consent Solicitation Statement (as defined below) and set in detail in the Proxy Statement.

FNF does not believe there will be any change in FNF's business, properties, assets, liabilities, obligations or management because of the Redomestication, or that the Redomestication would impact FNF's reported revenues, income or cash flows. Each consent solicitation will expire on April 22, 2024, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended with respect to any series of notes, the applicable "Expiration Time"). Each of the consent solicitations is subject to the terms and conditions set in the consent solicitation statement, dated April 16, 2024 (the "Consent Solicitation Statement").

The Company is offering to pay holders who validly deliver their consents at or prior to the applicable Expiration Time (and do not validly revoke such consents) a consent fee payable only immediately prior to consummation of the Redomestication of $1.00 in cash per $1,000 principal amount of Notes (the "Consent Fee"). No Consent Fee will be paid with respect to a series of Notes if the applicable Requisite Consents (as defined below) for such series of Notes are not received, if the applicable consent solicitation is terminated prior to the applicable Effective Time or if the Company abandons the Redomestication or if it is not completed for any reason whatsoever. The Company is not required to consummate the Redomestication even if it has received the Requisite Consent for any or all series of Notes and the approval of its shareholders to the Redomestication.

If the Redomestication is abandoned prior to consummation or otherwise not completed for any reason whatsoever (including, without limitation, because the Company determines to effect a redomestication by way of merger or otherwise), or the conditions to these consent solicitations are not satisfied or waived, then no Consent Fee shall be payable. The Company has determined to proceed with the Redomestication by way of a conversion to a Nevada corporation. However, a redomestication from Delaware to Nevada can be achieved using other transaction structures, including by way of a merger with a Nevada corporation.

The Company's Indenture would not prevent such a merger and, if any of the consent solicitations are not successful, the Company reserves the right in its sole discretion to consider effecting a redomestication by way of merger (or such other transaction structure as may be permitted by the Indenture) and not seek the consent of holders for any series of Notes pursuant to the consent solicitations. In that case, no Consent Fee would be paid with respect to any series of Notes if a redomestication is so effected, even if a supplemental indenture for such series of Notes has become effective. Holders of the Notes may revoke their consents at any time prior to the applicable Expiration Time or, if earlier, the Effective Time.

The "Effective Time" means, for any series of Notes, the first time at which valid consents in respect of a majority in principal amount of the 2028 Notes, 2030 Notes, 2031 Notes and 2051 Notes, as applicable, have been received by the Company to approve the proposed amendment, and have not prior to such time been revoked. If adopted, non-consenting holders of Notes of each applicable series will be bound by the amendment to the Indenture but will not receive the Consent Fee.