MetLife, Inc. Stockholder Disclosure Questionnaire

Transcription

1 MetLife, Inc. Stockholder Disclosure Questionnaire This Questionnaire is provided in connection with the notice procedures for stockholder proposals and nominations set forth in the By-Laws for MetLife, Inc. (the Company ). Please read the instructions carefully and answer the questions provided below. Instructions: 1. Please complete the following Questionnaire and return your completed and signed Questionnaire to MetLife, Inc., 200 Park Avenue, New York, NY 10166, attention: Corporate Secretary. Your signature is required on the last page. 2. Please see the Glossary on page G-1 for definitions used throughout the Questionnaire. Defined terms are noted in bold italics within the Questionnaire. 3. If you need more space, please attach more sheets as necessary, but add your name and signature to each. 4. If you have any questions, please do not hesitate to contact the Corporate Secretary at

2 1. Provide the name and address of each Holder. 2. Provide the class and number of shares of the Company which are, directly or indirectly, owned beneficially or of record by any of the Holders. 3. Please provide a description, including amounts, of any Options that are, directly or indirectly, owned beneficially by any of the Holders. 2

3 4. Please provide a description, including amounts, of any, Derivative Instrument, directly or indirectly, owned beneficially by any of the Holders. 5. Please provide a description of any other direct or indirect opportunity which any of the Holders may have to profit or share in any profit derived from any increase or decrease in the value of any class or series of shares of the Company. 6. Please provide a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which any of the Holders has a right to vote any class or series of shares of the Company. 3

4 7. Please provide a description, including amounts, of any Short Interests. 8. Please provide a description, including amounts, of any rights to dividends on the shares of the Company owned beneficially by any of the Holders that are separated or separable from the underlying shares of the Company. 9. Please provide a description, including amounts, of any performance-related fees (other than an asset-based fee) that any of the Holders may be entitled to based on any increase or decrease in the value of shares of the Company, Derivative Instruments, Options or Short Interests. 4

5 10. Please provide a description, including amounts, of any direct or indirect interest of any of the Holders in any contract with the Company or any affiliate of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement). 11. Please provide a description, including amounts, of any other agreements, arrangements or understandings (including any derivative or short positions, profit interests, hedging transactions, and borrowed or loaned shares) that have been entered into by or on behalf of each Holder, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Holder with respect to any class or series of shares of stock of the Company. 12. Please provide a description of any contracts, arrangements and understandings between Holders, or between each Holder and any other persons (naming them) in connection with the proposal of such business or nominations by such Holder. 5

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7 I understand that the information that I am furnishing to the Company herein is in connection with the notice procedures for stockholder proposals and nominations set forth in the Company s By-Laws. I hereby certify that the responses provided in this Questionnaire are accurate and complete and do not omit any material facts necessary to make the information provided herein not misleading. Accordingly, I will promptly notify the Company of any changes in the foregoing answers. Date Name of Stockholder Signature If stockholder is not a natural person: Print Name Title

8 GLOSSARY Affiliate means any person or other entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity. Control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Derivative Instrument means any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard of whether any of the Holders may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right. Holder means each stockholder, including members of such stockholder s immediate family sharing the same household, submitting a nomination or proposal, or any beneficial owner on whose behalf such nomination or proposal is made, and any of their respective affiliates or associates or others acting in concert therewith. Options means any options, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company. Short Interests means any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called stock borrowing agreement or arrangement, engaged in, directly or indirectly, by any of the Holders, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company for the benefit of, manage the risk of share price changes for, or increase or decrease the voting power of, any of the Holders with respect to any class or series of the shares of the Company, or which provides any of the Holders, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company. G-1