Get ready Your Plan is on the move!

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1 Get ready Your Plan is on the move! November 2018 The is merging with the Bass Pro Group, LLC 401(k) Plan this January. Bass Pro Shops and Cabela s will soon have a unified 401(k) retirement savings program which will now be known as the Bass Pro Group, LLC 401(k) Plan [the Plan]. The Plan will have a wide range of new features and investments including a Roth 401(k) after-tax contribution option, a full menu of passive and actively-managed funds and much more. Voya Financial will be the Plan s new recordkeeper. We have prepared this newsletter to help you understand how your account will transition to the Bass Pro 401(k) Plan and Voya Financial. It also contains contact information if you have any questions. Please review the newsletter carefully to understand what will happen during the transition. The transition to Voya will happen automatically. You don t have to take any action. TABLE OF CONTENTS: Key Dates Calendar... Page 2 What s New?... Page 3 What s Not Changing?... Page 4 What Else Do You Need To Know?... Page 4 New Fund Lineup... Page 5 Fund Mapping... Page 6 New Resources... Page 8 Accessing Your Account... Page 8 About Voya Financial Voya Financial (NYSE: VOYA) is a retirement, investment and insurance company servicing the financial needs of approximately 14.7 million individual and institutional customers throughout the United States. Voya Institutional Plan Services, LLC, a member of the Voya family of companies, is the Plan s recordkeeper. Voya provides you with Plan information, retirement, saving and investing education, transaction processing and more on your journey to retirement.

2 The Transition The transfer of Plan records to Voya will happen automatically. You don t have to take any action. However, there will be a brief blackout period during which you will not be able to access your account or complete any transactions. Here are the key dates. KEY DATES WHAT S HAPPENING? Available Now! IF YOU NEED HELP OR HAVE QUESTIONS ABOUT THE TRANSITION OR YOUR NEW PLAN: The new phone lines are open at Voya for inquiry. Customer Service Associates are available from 8 am to 9 pm, Eastern Time (ET), Monday to Friday, excluding stock market holidays. Please note that Customer Service Associates will not have your specific account information until the transition to Voya is complete in January. Bass Pro 401(k) Line: (833-BPRO401) Hearing Impaired: Now through 4 pm, ET, December 21, 2018 IF YOU WISH TO TAKE ANY OF THESE ACTIONS WITH YOUR CURRENT PLAN: You can continue to do the following with Milliman 1 : Enroll in the 401(k) Plan Change your future contribution rate Transfer money between investment options or reallocate contributions to different investment options Initiate a withdrawal (if eligible) Initiate a distribution (if eligible) After 4 pm, ET, December 21, 2018 BLACKOUT PERIOD BEGINS, ACCOUNT ACCESS RESTRICTED: Account records are transferred to Voya. You will not be able to access your account until the transition to Voya is complete. Now through 4 pm, ET, December 27, 2018 IF YOU HAVE QUESTIONS ABOUT YOUR CURRENT PLAN: Make inquiries through the Milliman website and call center Week of December 31, 2018 PIN MAILING Voya will mail you a PIN in a plain security mailer. You will need your PIN to access the new Plan Website, the Bass Pro 401(k) Line and the Voya Retire Mobile App. Week of January 7, 2019 (unless we notify you otherwise) BLACKOUT PERIOD ENDS; FULL ACCOUNT ACCESS RESTORED WITH ACCESS TO: New Website: basspro401k.voya.com Bass Pro 401(k) Line: (833-BPRO401) Hearing Impaired: You will receive a postcard when the Plan is live! You can also check the website or call the Bass Pro 401(k) Line for updates. Late January 2019 Receive final account statement from Milliman. Receive confirmation of balance transfer from Voya. You can also check online for this confirmation beginning the week of January 7, Milliman is a separate entity and not a corporate affiliate of Voya Financial. 2

3 What s New? New Eligibility Rules The Plan s eligibility rules will eliminate the hourly requirement (formerly 1,000 hours), so as long as you have worked at the company for one year, you are eligible to receive Safe Harbor Company Matching contributions. New Investment Options including Target Date Funds You will have a range of new investments to choose from, including a family of Target Date Funds that make investing simple. You can elect one Target Date Fund based on your date of birth and when you expect to retire. You ll get a diversified mix of investments appropriate for your age. For more details, see pages 5 and 6. For additional information, visit Bassprobenefits.com. New Roth 401(k) After-Tax Contribution Option In addition to regular before-tax contributions, you can make Roth 401(k) after-tax contributions. This gives you increased flexibility to customize your long-term investment strategy. For more information, see page 7. For additional information, visit voyadelivers.com/roth. Contribution Limits Change Currently you can contribute up to 80% of your earnings. After the transition, you will be able to contribute up to 75% of your earnings, subject to annual IRS limits. The 75% limit applies to both before-tax and Roth 401(k) after-tax combined. Catch-up Contribution Election Change If you are age 50 or older, you can continue to make catch-up contributions, but with two new features. After the transition, you can make your catch-up contributions on either a before-tax or Roth 401(k) after-tax basis. You will no longer need to make a separate election for catch-up contributions. Learn more on page 4. Plan Loans Become Available After the transition, you can take a loan from the Plan and borrow up to 50% of your vested account balance. You can only have one loan outstanding at a time. The minimum loan amount will be $1,000, the maximum loan amount is $50,000, the terms of the loan can be up to 60 months, and the interest rate will be the Prime Rate plus 1%. New Plan Recordkeeper Voya will replace Milliman as your Plan recordkeeper. 3

4 WHAT S NOT CHANGING? Company Match Once you complete one year of service, Bass Pro will continue to provide a Safe Harbor Company match of 100% up to 4% of your Plan contributions. In other words, if you contribute 4%, the Company will add another 4% to your account. Vesting Vesting means ownership of the money in your account. You are always 100% vested in your own contributions and earnings and in any Safe Harbor matching contributions. You will become vested in any other Company matching contributions based on the current vesting schedule. CAN I TAKE MY MONEY OUT OF THE PLAN BECAUSE IT IS MOVING TO VOYA? No. The Plan is a Qualified Plan under the Employee Retirement Income Security Act of 1974 (ERISA). Under a Qualified Plan a distributable event, such as death, disability or termination, has to occur in order to take a distribution from your account. What else do you need to know about the transition? If you have made any of the following elections for your current plan account, please read carefully to see which ones will and will not automatically transfer to Voya. These elections WILL automatically transfer to Voya Automatic Contribution Rate Increases Your contribution rate will continue to increase on the schedule you have elected. Beneficiaries Your current elections will carry over. Still, it is always a good idea to periodically check your beneficiaries to make sure they are correct and up to date, particularly if you have recently married, divorced, or had children. These elections WILL NOT transfer automatically to Voya Catch-up Contributions After the transition, participants age 50 and older who wish to make catch-up contributions will no longer make a separate catch-up election. Instead, you will need to ensure that your regular before-tax and/or Roth 401(k) after-tax contributions are large enough to exceed the regular annual contribution limit. Once you reach that limit, your contributions will automatically spill over into catch-up contributions. For example, since the 2019 contribution limit is $19,000 and the catch-up limit is $6,000, you will need to set your deferral amount to provide a total Plan contribution between $19,000 and $25,000 in order to make catch-up contributions. Your current catch-up election will not transfer automatically to Voya. You will need to change your election once the Plan is live at Voya if you would like to maximize your deferrals. Automatic Account Rebalancing If you are currently using an automatic rebalancing feature, your current election will not carry over. This is due to the change in the investments offered by the Plan. Once the transition is complete, you may access your Plan account with Voya to re-establish this feature. 4

5 Your New Fund Lineup As part of the transition, most of the existing investment options will no longer be offered. Your new fund options are listed below. The new fund lineup is designed to accommodate varying risk tolerance levels and asset diversification goals. After the transition, you can learn much more about these options on the new Plan Website: basspro401k.voya.com. Passively Managed Core Fund Options These low-cost Index Funds simply seek to match the performance of a particular category of investments. State Street S&P 500 Index Fund Class K State Street U.S. Bond Index Fund Class K State Street Russell Small/Mid Cap Index Fund Class K State Street Global All Cap Equity Ex U.S. Index Fund Class K Actively Managed Core Fund Options These funds are managed by investment professionals who seek to outperform market benchmarks in their categories. Stable Value Fund Mercer Diversified Bond Fund Mercer Large Cap Stock Fund Mercer Small/Mid Cap Stock Fund Mercer International Stock Fund State Street Real Asset Fund Class C Target Date Funds These are designed for participants who want to make a sound investment decision but do not want to spend significant time weighing and/or revisiting that choice. MercerWise Income MercerWise 2010 MercerWise 2015 MercerWise 2020 MercerWise 2025 MercerWise 2030 MercerWise 2035 MercerWise 2040 MercerWise 2045 MercerWise 2050 MercerWise 2055 MercerWise 2060 MercerWise

6 WHAT ARE TARGET DATE FUNDS? Target Date Funds are designed to simplify your investment decisions by providing an age-appropriate investment option. The year in the fund name refers to the approximate year when you expect to retire. You select a single Target Date Fund with the date closest to your planned retirement date (generally age 65). Each Target Date Fund starts out with more assets in growth oriented investments, such as stocks, when the target retirement date is far away and there is time to ride out the short-term ups and downs, in order to increase your likelihood of generating better long-term returns. Then, a Target Date Fund gradually shifts its asset allocation over time to invest in more defensive oriented investments, such as bonds and stable value, which provide more stability as the target retirement year approaches. Additionally, real assets (such as commodities, natural resources and real estate) are used to combat inflation throughout. Each Target Date Fund s asset allocation is adjusted over the time horizon of the Target Date Fund to become more conservative as the target retirement year approaches. The table shows which Target Date Fund corresponds to your date of birth. Birth Date Range Target Date Fund 1942 and earlier MercerWise Income MercerWise MercerWise MercerWise MercerWise MercerWise MercerWise MercerWise MercerWise MercerWise MercerWise MercerWise and later MercerWise 2065 Fund Mapping The table below shows how existing Plan assets will be moved to the new investment options. Each of your current funds will transfer automatically to the new fund option that has the most similar investment objective and risk level. No action is required on your part. After the transition is complete, you can change your investments at any time. Existing Fund Morley Stable Value Fund New Fund Stable Value Fund PIMCO Total Return Admin Mercer Diversified Bond Fund 2 Dodge & Cox Balanced MercerWise Target Date Funds 2 Dodge & Cox Stock Mercer Large Cap Stock Fund 2 Vanguard Institutional Index I Mapping to State Street S&P 500 Index Fund - Class K American Funds Growth Fund of Amer R4 Mercer Large Cap Stock Fund 2 Vanguard Selected Value Inv Mercer Small/Mid Cap Stock Fund 2 Jackson Square SMID-Cap Growth IS Mercer Small/Mid Cap Stock Fund 2 Wells Fargo Special Small Cap Value Inst Mercer Small/Mid Cap Stock Fund 2 T. Rowe Price New Horizons Mercer Small/Mid Cap Stock Fund 2 American Funds Europacific Growth R5 Mercer International Stock Fund 2 Oakmark International Investor 2010 Mercer International Stock Fund 2 2 Important notices: References to Mercer shall be construed to include Mercer LLC and/or its associated companies Mercer LLC. All rights reserved. 6

7 IF YOUR ACCOUNT IS CURRENTLY INVESTED IN A MODEL PORTFOLIO, PLEASE READ Today, the Plan offers seven Model Portfolios ranging from Very Conservative to Very Aggressive. After the transition, these will be replaced in the fund lineup by the new Target Date Funds, which offer an important difference. With both Model Portfolios and Target Date Funds, you can own a diversified investment mix with just one election. However, Model Portfolios do not change their asset allocation over time. Target Date Funds, on the other hand, do evolve over time. They gradually shift their investment mix to become more conservative, so they continue to provide an appropriate mix as you get closer to retirement. Mapping the Model Portfolios The current Model Portfolios invest in a mix of the Plan s individual funds, which you can see on your account statement. During the transition, assets in your Model Portfolio will be mapped according to these underlying investments. For example, if 10% of your Model Portfolio is invested in the PIMCO Total Return Fund, an equivalent amount will be mapped to the new Mercer Diversified Bond Fund. Bottom line: If you would like to continue with this simple one election style of investing, consider moving your account to a Target Date Fund after the transition period is complete in early January. TWO IMPORTANT THINGS TO KNOW ABOUT YOUR NEW FUND LINEUP The Plan is moving from mutual funds to a type of fund known as Collective Investment Trusts, or CITs. While similar to mutual funds, these investments are only available to large 401(k) plans. Using CITs can help reduce your overall investment fees and help you keep more of your money working for you. Because CITs are managed exclusively for institutional retirement plans, they do not have ticker symbols. Therefore, price and performance information is not available through media outlets such as newspapers and personal finance websites. You may refer to the Plan website or contact the Call Center for information about the funds. Information can also be found on the new Plan website. The new Stable Value Fund will be a blend of funds. The Stable Value fund will be invested in a combination of stable value fund components. The rate of return will be a blended return of the underlying funds. There will be a gradual evolution to becoming fully invested in the Wells Fargo Stable Value Fund, culminating in late At that time, all investments will be moved into the Wells Fargo Stable Value Fund and it will become the sole investment vehicle in the Stable Value Fund. About your new Roth 401(k) after-tax contribution option After the transition, you can choose to make Roth 401(k) after-tax contributions. How are they different from regular 401(k) before-tax contributions? With before-tax contributions, your money goes into your account before that money is taxed, and it grows tax-deferred. This means you do not pay taxes on your before-tax contributions and their earnings until they are withdrawn. At that time, you pay taxes on them just as you would with any other form of income. With Roth 401(k) after-tax contributions, you put in money after it is taxed. As long as you keep that money in your account for at least five years and don t withdraw it before age 59½, you won t pay any more taxes on those contributions or earnings. As a result, Roth 401(k) after-tax contributions allow you to build a nest egg of tax-free retirement income. You may want to consult your own legal and tax advisors regarding your situation. Roth 401(k) after-tax contributions are subject to the same limitations as the current before-tax contributions. For 2019, participants younger than 50 can contribute $19,000 in before-tax and Roth 401(k) after-tax contributions combined; for those age 50 and older, the limit is $25,000. For more information on Roth contributions, visit voyadelivers.com/roth. 7

8 New Resources myorangemoney See how your current savings can translate into estimated monthly retirement income and what actions you can take today to fill any savings gaps. The myorangemoney interactive, online experience 3 will be available on both the new Plan website and mobile app. Voya Retire Mobile App View your account balance, conduct transactions and more! To check out the new app, search Voya Retire in your app store. Personal Financial Dashboard Get financially organized by managing spending, creating budgets and setting financial goals using this free online financial planning tool. Accessing your account The new phone lines are now open for general inquiry. Following the completion of the transition, you can log on or call to access your account and perform transactions. New Plan Access Points Plan Website: basspro401k.voya.com. Bass Pro 401(k) Line: (833-BPRO401) Hearing Impaired: Speak with a Voya Customer Service Associate, Monday to Friday, from 8 am to 9 pm, ET, excluding stock market holidays Voya Services Company. All rights reserved. 3 IMPORTANT: The illustrations or other information generated by the calculators are hypothetical in nature, do not reflect actual investment results, and are not guarantees of future results. This information does not serve, either directly or indirectly, as legal, financial or tax advice and you should always consult a qualified professional legal, financial and/or tax advisor when making decisions related to your individual tax situation. 8 SKU: Cabela s Nltr_11.18

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