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[—], 2021

Dear Shareholder:

We cordially invite you to attend a special meeting of the shareholders of Rogers Corporation, a Massachusetts corporation (“we,” “us,” “our,” “Rogers” or the “Company”), to be held on [—], 2022 at [—], local time, in person at [—] and virtually via live webcast.

On November 1, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DuPont de Nemours, Inc., a Delaware corporation (“DuPont” or “Parent”), and Cardinalis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”).

At the special meeting, you will be asked to consider and vote on the following matters:

If the merger is consummated, each share of Company capital stock issued and outstanding immediately prior to the Effective Time (as defined herein) of the merger will, other than Excluded Shares (as defined below), be converted into the right to receive $277.00 in cash, without interest and subject to deduction for any required withholding tax.

The board of directors of the Company (the “Board”) has unanimously determined that it is in the best interests of the Company and the Company’s shareholders, and declared it advisable, for the Company to enter into the Merger Agreement, adopted the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the transactions contemplated by the Merger Agreement, including the merger, and resolved to recommend approval of the Merger Agreement by the shareholders of the Company. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Board unanimously recommends that you vote “FOR” approval of the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

Your vote is very important. The merger cannot be completed unless the holders of at least 66 2/3% of the outstanding shares of our capital stock entitled to vote at the special meeting vote in favor of the proposal to approve the Merger Agreement.

The accompanying proxy statement provides you with detailed information about the special meeting, the Merger Agreement and the merger. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement. You also may obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission (“SEC”) by following the instructions listed in the section of the accompanying proxy statement entitled “Where You Can Find More Information.”

If you have any questions or need assistance submitting a proxy to have your shares of Company capital stock voted at the special meeting, please call Innisfree M&A Incorporated (“Innisfree”), the Company’s proxy solicitor, toll-free at (212) 750-5833.

We cordially invite you to attend the special meeting.

By Order of the Board of Directors

The accompanying proxy statement is dated [—], 2021 and is first being mailed to our shareholders on or about [—], 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER AGREEMENT OR THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU PARTICIPATE IN THE SPECIAL MEETING AND VOTE BY BALLOT, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

[—], 2021

Chandler, Arizona

We are furnishing this proxy statement to our shareholders as part of the solicitation of proxies by the Company’s board of directors (the “Board”), for use at the special meeting of shareholders described herein. This proxy statement and the enclosed proxy card or voting instruction form are first being mailed on or about [—], 2021 to our shareholders who owned shares of Company capital stock as of the close of business on [—], 2021.

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the Merger Agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company shareholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 80.

Effective as of immediately prior to the Effective Time of the merger, each Company performance-based share unit award that is then outstanding and unvested will become fully vested and will automatically be canceled and converted into the right to receive from the Company an amount of cash equal to the product of the total number of shares of Company capital stock that vest under such performance-based share unit award based on 120% of the target level of performance achievement, multiplied by the Merger Consideration, on the terms set forth in the Merger Agreement.

Each Post-Signing Company RSU that is outstanding as of immediately prior to the Effective Time, excluding any such Company RSU granted to a non-employee director, will be assumed by Parent and converted automatically into a Parent RSU, except that such Parent RSU will relate to a number of shares of Parent common stock that is determined based on the ratio of the Merger Consideration to the average closing price per share of Parent’s capital stock for the period of ten consecutive trading days preceding the last trading day prior to the closing date of the Merger.

Because the affirmative vote required to approve the Merger Agreement is based upon the total number of outstanding shares of Company capital stock, if you fail to submit a proxy or to vote a ballot at the special meeting, or if you vote “ABSTAIN,” or if you do not provide your bank, brokerage firm or other nominee with voting instructions, it will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

If you vote “ABSTAIN” on the proposal regarding “golden parachute” compensation or the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional

proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement, this will have no effect on these proposals. If you fail to submit a proxy or to vote a ballot at the special meeting, or if you do not provide your bank, brokerage firm or other nominee with voting instructions, your shares of Company capital stock will not be voted on these proposals, and thus will have no effect on these proposals.

If you hold your shares of Company capital stock in “street name,” please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner of shares of Company capital stock held in “street name” and wish to vote at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee at the special meeting.

A control number, located on your proxy card, is designed to verify your identity and allow you to submit a proxy for your shares of Company capital stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

If your shares of Company capital stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Company capital stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company capital stock, the shareholder of record. As the beneficial owner of shares of Company capital stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee how to vote your shares of Company capital stock by following their instructions for voting.

is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company capital stock is called a “proxy card.” The Board has designated Bruce Hoechner, Ram Mayampurath and Jay Knoll, and each of them singly, with full power of substitution, as proxies for the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company capital stock should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

With respect to the proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect on these proposals.

See “Appraisal Rights” beginning on page 76. In addition, the text of Part 13 of the MBCA is reproduced in its entirety as Annex C to this proxy statement.

Statements included in this proxy that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This proxy contains forward-looking statements, which concern the planned acquisition of Rogers by DuPont (the “merger”), our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this proxy and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. Rogers’ actual future results may differ materially from Rogers’ current expectations due to the risks and uncertainties inherent in its business and risks relating to the merger. These risks include, but are not limited to: uncertainties as to the timing and structure of the merger; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; the risk that management’s time and attention is diverted on transaction related issues; the risk that Rogers is unable to retain key personnel; the risk that the business of Rogers may suffer as a result of potential adverse changes to relationships with employees, customers, vendors and other business partners; the risk that shareholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability. Other risks and uncertainties that could cause such results to differ include: the duration and impacts of the novel coronavirus global pandemic and efforts to contain its transmission and distribute vaccines, including the effect of these factors on our business, suppliers, customers, end users and economic conditions generally; failure to capitalize on, volatility within, or other adverse changes with respect to the Company's growth drivers, including advanced mobility and advanced connectivity, such as delays in adoption or implementation of new technologies; uncertain business, economic and political conditions in the United States (“U.S.”) and abroad, particularly in China, South Korea, Germany, Hungary and Belgium, where we maintain significant manufacturing, sales or administrative operations; the trade policy dynamics between the U.S. and China reflected in trade agreement negotiations and the imposition of tariffs and other trade restrictions, including trade restrictions on Huawei Technologies Co., Ltd. (Huawei); fluctuations in foreign currency exchange rates; our ability to develop innovative products and the extent to which our products are incorporated into end-user products and systems and the extent to which end-user products and systems incorporating our products achieve commercial success; the ability and willingness of our sole or limited source suppliers to deliver certain key raw materials, including commodities, to us in a timely and cost-effective manner; intense global competition affecting both our existing products and products currently under development; business interruptions due to catastrophes or other similar events, such as natural disasters, war, terrorism or public health crises; failure to realize, or delays in the realization of anticipated benefits of acquisitions and divestitures due to, among other things, the existence of unknown liabilities or difficulty integrating acquired businesses; our ability to attract and retain management and skilled technical personnel; our ability to protect our proprietary technology from infringement by third parties and/or allegations that our technology infringes third party rights; changes in effective tax rates or tax laws and regulations in the jurisdictions in which we operate; failure to comply with financial and restrictive covenants in our credit agreement or restrictions on our operational and financial flexibility due to such covenants; the outcome of ongoing and future litigation, including our asbestos-related product liability litigation; changes in environmental laws and regulations applicable to our business; and disruptions in, or breaches of, our information technology systems. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the Company or the merger. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the SEC, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Board for use at the special meeting to be held on [—], 2022 at [—], local time, in person at [—] and virtually via live webcast at www.virtualshareholdermeeting.com/ROG2022SM, or at any adjournment or postponement thereof. At the special meeting, holders of Company capital stock will be asked to approve the proposal to approve the Merger Agreement, to approve the nonbinding advisory proposal regarding “golden parachute” compensation and to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

Our shareholders must approve the Merger Agreement in order for the merger to be consummated. If our shareholders fail to approve the Merger Agreement, the merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

We have fixed the close of business on [—], 2021 as the Record Date for the special meeting, and only holders of record of Company capital stock on the Record Date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company capital stock at the close of business on the Record Date. On the Record Date, there were [—] shares of Company capital stock outstanding and entitled to vote. Each share of Company capital stock entitles its holder to one vote on all matters properly coming before the special meeting.

The presence, in person (including virtually) or by proxy, of the holders of a majority of the shares of capital stock entitled to vote on a matter at the meeting constitutes a quorum with respect to that matter. Shares of Company capital stock represented at the special meeting but not voted, including shares of Company capital stock for which a shareholder directs voting “ABSTAIN”, as well as broker non-votes (described below), will be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the special meeting, including the approval of the Merger Agreement and approval of the proposal regarding “golden parachute” compensation. The special meeting may be adjourned whether or not a quorum is present. Once a share of Company capital stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any recess or adjournment of the special meeting. However, if a new Record Date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or recessed.

Only shareholders of record or their duly authorized proxies or beneficial owners with proof of ownership have the right to attend the special meeting. If your shares of Company capital stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting a copy of your brokerage statement evidencing your beneficial ownership of Company capital stock. If you are the representative of a corporate or institutional shareholder, you must present proof that you are the representative of such shareholder.

Approval of the proposal to approve the Merger Agreement requires the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of Company capital stock entitled to vote thereon as of the Record Date. For the proposal to approve the Merger Agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Voting “ABSTAIN” will not be counted as a vote cast in favor of the proposal to approve the Merger Agreement but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote by ballot at the special meeting, or if you vote “ABSTAIN,” it will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

If your shares of Company capital stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares of Company capital stock, the “shareholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Company capital stock are held through a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares of Company capital stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company capital stock, the shareholder of record. As the beneficial owner of shares of Company capital stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting. If you hold your shares of Company capital stock in “street name,” please contact your bank, brokerage firm or other nominee for their instructions on how to vote your shares. Please note that if you are a beneficial owner of shares of Company capital stock held in “street name” and wish to vote by ballot at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee at the special meeting.

Banks, brokerage firms or other nominees who hold shares in “street name” for customers have the authority to vote on “discretionary” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-discretionary matters, such as the proposal to approve the Merger Agreement, the proposal to approve the nonbinding advisory proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement, and, as a result, absent specific instructions from the beneficial owner of such shares of Company capital stock, banks, brokerage firms or other nominees are not empowered to vote those shares of Company capital stock on non-discretionary matters, which we refer to generally as “broker non-votes.” These broker non-votes will be counted for purposes of determining a quorum if they choose to attend the special meeting, but will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

Approval of the nonbinding advisory proposal regarding “golden parachute” compensation and approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement, require that a greater number of votes are cast in favor of the proposal than are cast against the proposal. For the nonbinding advisory proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate if there are insufficient votes at the time of the special meeting to approve the Merger Agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of each of these proposals, if you fail to submit a proxy or to vote a ballot at the special meeting, or if you have given a proxy and vote “ABSTAIN,” the shares of Company capital stock will not be counted in respect of, and will not have any effect on, the proposal.

If you are a shareholder of record, you may vote your shares of Company capital stock, or have such shares voted, on matters presented at the special meeting in any of the following ways:

If you are a beneficial owner of Company capital stock held in “street name,” you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Company capital stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner of Company capital stock held in “street name” and wish to vote by ballot at the special meeting, you must provide a valid proxy from your bank, brokerage firm or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to submit a proxy for your shares of Company capital stock, and to confirm that your voting instructions have been properly recorded when submitting a proxy over the Internet or by telephone.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card

must be received by the Corporate Secretary of Rogers by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. Following the consummation of the merger, a separate Letter of Transmittal will be mailed to you that will enable you to surrender your stock certificates and receive the per share Merger Consideration.

If you vote by proxy, regardless of the method you choose to submit a proxy, the individuals named as your proxies on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Company capital stock in the way that you indicate. When completing the Internet or telephone proxy processes or the enclosed proxy card, you may specify whether your shares of Company capital stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company capital stock should be voted on a matter, the shares of Company capital stock represented by your properly signed proxy will be voted “FOR” the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

If you have any questions or need assistance voting your shares, please call Innisfree, our proxy solicitor, toll-free at (212) 750-5833.

IT IS IMPORTANT THAT YOU SUBMIT A PROXY FOR YOUR SHARES OF COMPANY CAPITAL STOCK PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING A BALLOT AT THE MEETING.

As of the Record Date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [—] shares of Company capital stock, representing [—]% of the outstanding shares of Company capital stock on the Record Date. Each of the directors and executive officers has informed the Company that they currently intend to vote all of their shares of Company capital stock “FOR” the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

Any shareholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, or by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote by ballot at the special meeting. If your shares of Company capital stock are held in “street name” by your bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company capital stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote a ballot at the special meeting, or if you vote “ABSTAIN,” or if you do not provide your bank, brokerage firm or other nominee with voting instructions, your shares of Company capital stock will not be voted on the proposal to approve the Merger Agreement, which will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting a later-dated proxy through any of the methods available to you, by giving written notice of revocation to the Corporate Secretary of Rogers, which must be received by the Company at the Office of the Corporate Secretary, Rogers Corporation, 2225 W. Chandler Blvd., Chandler, AZ 85224 by the time the special meeting begins, or by attending in person (including virtually) the special meeting and voting by ballot. Attendance at the special meeting alone will not revoke your proxy.

Although it is not currently expected, the special meeting may be adjourned or recessed, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the special meeting to approve the Merger Agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the special meeting for the purpose of soliciting additional proxies will allow the Company’s shareholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or recessed.

For the reasons described under “Appraisal Rights,” the Company has concluded that Company shareholders may be entitled to appraisal rights. The Company and Parent reserve the right to contest the validity and availability of any purported demand for appraisal rights in connection with the merger.

Under Part 13 of the MBCA, Company shareholders who believe they are or may be entitled to appraisal rights in connection with the merger must, in order to exercise those rights:

Your failure to follow exactly the procedures specified under the MBCA will result in the loss of any appraisal rights. If you hold your shares of Company capital stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or nominee. See the section entitled “Appraisal Rights” and the text of Part 13 of the MBCA reproduced in its entirety as Annex C to this proxy statement for further information.

The Company has engaged Innisfree to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Innisfree a fee of approximately $30,000. The Company will also reimburse Innisfree for reasonable out-of-pocket expenses and will indemnify Innisfree and its affiliates against certain claims, expenses, losses, damages, liabilities and judgments. The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company capital stock for their expenses in forwarding soliciting materials to beneficial owners of Company capital stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call Innisfree, our proxy solicitor, toll-free at (212) 750-5833.

Rogers Corporation

Rogers Corporation (NYSE: ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States, Asia and Europe, with sales offices worldwide.

Rogers is incorporated in the Commonwealth of Massachusetts and shares of Rogers capital stock are traded on the New York Stock Exchange under the symbol “ROG.” The principal executive offices of Rogers are located at 2225 W. Chandler Blvd., Chandler, AZ 85224, and our telephone number is (480) 917-6000.

For more information about the Company, see “Where You Can Find More Information” beginning on page 80.

DuPont de Nemours, Inc.

DuPont (NYSE: DD) is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Its employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety. More information about the company, its businesses and solutions can be found at www.dupont.com. Upon completion of the merger, the Company will be a wholly owned subsidiary of Parent. The principal executive offices of Parent are located at 974 Centre Road, Building 730, Wilmington, DE 19805 and its telephone number is (302) 774-3034.

Cardinalis Merger Sub, Inc.

Cardinalis Merger Sub, Inc. is a Delaware corporation that was formed solely for the purpose of entering into the Merger Agreement and related agreements and consummating the merger and the other transactions contemplated thereby. Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement and the related financing transactions. Upon the completion of the merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation of the merger (the “Surviving Corporation”). The principal executive offices of Merger Sub are located at 974 Centre Road, Building 730, Wilmington, DE 19805 and its telephone number is (302) 774-3034.

This discussion of the merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully as it is the legal document that governs the merger.

The Merger Agreement provides that, at the Effective Time, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. As a result of the merger, the Company will become a privately held company and will cease to be listed on any public market. If the merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation.

In connection with the merger, at the Effective Time, each share of Company capital stock issued and outstanding immediately prior to the Effective Time, other than certain Excluded Shares as described in the Merger Agreement, will automatically be converted into the right to receive $277.00 per share in cash, without interest, and subject to deduction for any required tax withholding.

Rogers’ Board of Directors, with the assistance of Rogers’ management, regularly evaluates Rogers’ short-, medium- and long-term prospects and its multi-year business strategy in light of its performance, the general business and economic environment, conditions in the advanced materials industry and the industries into which the Company’s products are sold, and strategic and tactical opportunities available to and challenges facing Rogers, all with a view toward enhancing long-term shareholder value. The Board’s evaluation of Rogers’ prospects and strategy involves regular ongoing evaluations, including annual strategy reviews, and is informed by discussions with management, industry consultants, advisors and investment banks regarding industry trends, financing considerations, global policy matters and other factors pertaining to Rogers’ prospects and strategy.

In pursuit of its long-term strategic plan, over the last five years Rogers has invested in manufacturing capacity expansion, additional technical and commercial resources, and operational improvements to support organic growth opportunities and consummated several synergistic acquisitions for inorganic growth.

Rogers’ growth strategy has focused on developing and marketing specialized engineered materials for advanced mobility and advanced connectivity applications, particularly in the automotive, portable electronics and telecommunications industries, as well as other markets including general industrial, aerospace and defense, mass transit and clean energy. Most recently, accelerating demand for electric and hybrid electric vehicles (EV/HEV) and advanced driver assistance systems (ADAS) in the global automotive industry has presented Rogers with an inflecting growth opportunity that requires significant manufacturing capacity expansion, capabilities additions and personnel hiring in the United States, China, and Europe, as well as potentially new markets, all of which require significantly higher than historical capital expenditures and operating expense commitments.

On October 1, 2019, Rajiv Gupta, then a member of the board of directors of DuPont and acquaintance of Bruce Hoechner, President and CEO of Rogers, contacted Mr. Hoechner to request a meeting between Mr. Hoechner and Edward Breen, then serving as Executive Chairman of DuPont, to discuss the potential for a business combination between the Company and DuPont.

On October 2, 2019, Mr. Breen spoke with Mr. Hoechner and expressed interest in acquiring the Company.

On October 10, 2019, the Company’s Board met at the Company’s headquarters in Chandler, Arizona and considered the communication from DuPont and potential responses. During that meeting, a representative of Covington & Burling LLP (“Covington”), legal counsel to the Company, briefed the Board on its fiduciary duties, including in the context of an unsolicited acquisition proposal. The Board discussed the Company’s strategic plan, growth trajectory and market opportunities. The Board concluded that it would be in the best interests of the Company to remain independent and continue executing on its strategic growth plan, and, therefore, a meeting with Mr. Breen would not be appropriate at that time. On October 11, 2019, Mr. Hoechner contacted Mr. Breen and communicated the Board’s position regarding Mr. Breen’s meeting invitation. Mr. Breen agreed that, under the circumstances of the Board’s position, a meeting would not be useful at that time.

On August 25, 2021, Mr. Gupta, although no longer a member of DuPont’s board of directors, contacted Mr. Hoechner again to request a dinner meeting with Mr. Breen (now DuPont’s Executive Chairman and CEO). On

August 26, 2021 Mr. Hoechner conferred with Peter Wallace, Chairman of the Board of the Company, to discuss Mr. Gupta’s invitation. They concluded that Mr. Hoechner should accept the meeting to listen to what Mr. Breen might propose and assess his intentions. Mr. Wallace separately communicated with the other Board members regarding the advisability and objectives of the proposed meeting.

On August 27, 2021, Mr. Hoechner contacted Mr. Gupta to accept the meeting with Mr. Breen and to discuss arrangements for scheduling a meeting on September 15, 2021.

On September 15, 2021, Mr. Hoechner met with Mr. Breen and Mr. Gupta for dinner in New Hope, Pennsylvania. Mr. Breen expressed interest in a negotiated acquisition of the Company by DuPont. Mr. Breen discussed DuPont’s increased focus on market opportunities relating to advanced connectivity and advanced mobility and DuPont’s desire to enhance its position in these markets through potential acquisitions. Mr. Breen further discussed his views regarding the potential benefits of a transaction between the Company and DuPont, including the alignment of the Company’s business with DuPont’s goals and interest in expanding in the advanced materials sector. Mr. Hoechner advised Mr. Breen that he would discuss these matters with the Company’s Board.

On September 16, 2021, Mr. Hoechner conferred with Mr. Wallace and Board members Keith Barnes and Ganesh Moorthy to discuss Mr. Hoechner’s meeting with Mr. Breen. Mr. Wallace also conferred with Board members Helene Simonet and Keith Larson. The Board members expressed confidence in the Company’s strategic plan and encouraged Mr. Hoechner to inform Mr. Breen that the Company was focused on continuing to execute such plan, but may be interested in a transaction with DuPont that contemplated the purchase of all outstanding Company capital stock at a price in excess of $300 per share. On September 16, 2021, the closing price per share of the Company’s capital stock on the NYSE was $190.16.

On September 17, 2021, Mr. Hoechner contacted Mr. Breen and communicated that the Company was focused on executing its strategic growth plan, but based on discussions with some members of the Board, Mr. Hoechner believed the Company may be interested in a transaction with DuPont that contemplated the purchase of all outstanding Company capital stock at a price in excess of $300 per share.

On September 20, 2021, Mr. Breen contacted Mr. Hoechner and conveyed that DuPont would not be able to meet a $300 per share acquisition price, but that for the reasons discussed during the dinner in New Hope, DuPont remained very interested in acquiring the Company and did not intend to abandon its pursuit of the Company as it had in 2019. Accordingly, Mr. Breen indicated that he would be willing to send a letter to the Company’s Board to outline DuPont's interest in, and commitment to pursuing, a transaction in a timely and efficient fashion if the Company's Board would find it helpful to have DuPont's proposal in writing.

On September 21, 2021, Mr. Hoechner contacted Mr. Breen to invite continued discussion of an acquisition proposal and offered to arrange a meeting between the parties to provide DuPont with an opportunity to better understand the Company's value and growth trajectory. On September 22, 2021, Mr. Breen contacted Mr. Hoechner and provided a list of preliminary due diligence topics for discussion in connection with a potential acquisition proposal.

On September 23, 2021, the Board held a special meeting by videoconference. At the meeting, Mr. Wallace and Mr. Hoechner reported to the full Board on the communications to date between Mr. Hoechner and Mr. Breen. Jay Knoll, Senior Vice President, Corporate Development, General Counsel and Corporate Secretary, and a representative of Covington briefed the Board on its fiduciary duties, including in the context of an unsolicited acquisition offer. Mr. Knoll and the representative of Covington also discussed related matters, such as the potential retention of a financial advisor and the use of non-disclosure agreements with standstill provisions. The Board discussed the retention of a financial advisor and recommended that the Company engage J.P. Morgan in this capacity as events warranted, based on J.P. Morgan’s long-standing commercial banking relationship with the Company, regular investment banking discussions involving the Company’s management and J.P. Morgan, relevant investment banking experience involving J.P. Morgan and certain members of the Company’s Board, and J.P. Morgan’s industry experience and overall strength as a financial advisor.

On September 24, 2021, Mr. Hoechner contacted Mr. Breen and stated that DuPont’s proposal to undertake preliminary due diligence was premature and the Company would only consider providing DuPont access to due diligence information in connection with a compelling acquisition proposal.

On September 27, 2021, Mr. Breen contacted Mr. Hoechner and delivered a proposal contemplating the purchase by DuPont of all outstanding Company capital stock at a price of $240 per share.

The Company requested that J.P. Morgan prepare a preliminary financial analysis to be reviewed with the Board, including an assessment of DuPont’s proposal and transaction history.

On September 29, 2021, Mr. Hoechner contacted Mr. Breen and conveyed that the Board was evaluating DuPont’s proposal and would respond after reviewing the Company’s strategic plan at the Board’s regularly scheduled meeting on October 6, 2021 and after further discussions with the Company’s financial and legal advisors.

On September 30, 2021, Mr. Breen sent a confirmatory letter to Mr. Hoechner outlining his proposal for acquiring the Company for $240 per share. This letter was shared with the Rogers Board and representatives from Covington and J.P. Morgan.

On October 5, 2021, J.P. Morgan provided the Company its relationship disclosure letter.

On October 6, 2021, the Board held a regularly scheduled meeting in Chandler, Arizona.

The Board convened initially, joined by the Company’s Chief Financial Officer, Ram Mayampurath, Chief Technology Officer, Bob Daigle, Mr. Knoll and a representative of Covington. The Board discussed the proposal from DuPont and Mr. Hoechner’s communications with Mr. Breen to date. Mr. Hoechner reviewed his recent exchanges with Mr. Breen and summarized the current status of their discussions, including the request from DuPont for preliminary due diligence. Mr. Knoll and a representative of Covington reviewed the Board’s duties of care and loyalty. The Board considered J.P. Morgan’s relationship disclosure letter and discussed whether acquaintance relationships between Mr. Breen and Company directors Mr. Wallace and Jeff Owens and ownership by various directors of modest amounts of DuPont stock presented a conflict of interest for consideration of a potential transaction between the Company and DuPont. Following discussion, the Board determined that these matters did not present conflicts of interest that would impair independent or impartial judgments regarding a potential transaction with DuPont.

The Board then invited other members of management, together with management’s business advisors, to join the meeting as part of the Company’s ordinary course strategic planning process, including consideration of an updated five-year strategic plan and financial forecast. Management’s presentations included specific business segment and global operations strategies, highlighting growth opportunities, manufacturing capacity requirements, personnel and capabilities requirements, and associated financial and capital needs. The Board discussed the strategic plan with management in detail and expressed support for the plan.

The Board excused the business advisors and members of management, except Messrs. Daigle, Mayampurath and Knoll. The Board then discussed the risks and opportunities reflected in the Company’s strategic plan in the context of DuPont’s proposal.

The Board then invited representatives of J.P. Morgan to join the meeting. The J.P. Morgan representatives discussed DuPont’s proposal and presented a preliminary financial analysis of the Company based upon the Company’s strategic plan. The J.P. Morgan representatives also discussed various strategies for engaging in further discussions with DuPont, and the possibility of contacting a limited number of other potential acquirers on a confidential basis at a later point, if discussions with DuPont were to progress further. The J.P. Morgan representatives also discussed the importance of a non-disclosure and standstill agreement with DuPont, should the Board decide to authorize further discussions with DuPont. Throughout this discussion, the Board asked questions of J.P. Morgan, Covington and Company management including regarding DuPont’s track record of acquisitions, expected and potential synergies and their implication on potential purchase price, how DuPont regards the Company’s fit with DuPont’s business strategy, regulatory approval risks for a transaction, and risks to the Company of pursuing or not pursuing a transaction with DuPont.

Following these considerations, the Board assessed that a transaction with DuPont at an appropriate value would enhance the Company’s ability to realize the opportunities reflected in its strategic plan. The Board determined that further discussions with DuPont under a satisfactory non-disclosure and standstill agreement could be constructive if DuPont first presented a substantially higher offer. The Board determined that the $240 per share proposal from DuPont was inadequate, including in light of the expected value of the Company to be realized upon the execution of the Company’s strategic plan. The Board authorized Mr. Hoechner to contact Mr. Breen on October 8 following the Company’s expected public announcement of a pending acquisition for the purpose of inviting Mr. Breen to improve DuPont’s offer.

To facilitate the Board’s oversight of any further engagement with DuPont, the Board adopted resolutions creating an Executive Committee of the Board to which Helene Simonet, Mr. Barnes, Mr. Hoechner, Mr. Moorthy and Mr. Wallace were appointed, with Mr. Wallace serving as its chair.

On October 8, 2021, the Company issued a press release announcing its acquisition of Silicon Engineering Ltd., a European manufacturer of silicone material solutions. After the press release was issued, Mr. Breen contacted Mr. Hoechner to congratulate the Company on the acquisition. Mr. Hoechner advised Mr. Breen that the Board had considered DuPont’s proposal for an acquisition of the Company at $240 per share. Mr. Hoechner further explained that although the Board recognized the possible advantages stemming from a potential combination between the Company and DuPont, the Board unanimously rejected DuPont’s proposal, which the Board did not view as being acceptable or adequate as a basis for the Company and DuPont to engage in further discussions. Mr. Hoechner communicated to Mr. Breen the Board’s confidence in the Company’s strategic plan. Mr. Breen acknowledged the Company’s position and advised that DuPont would reflect on the matter and respond promptly.

Later on October 8, 2021, Mr. Breen contacted Mr. Hoechner and delivered a proposal contemplating the purchase by DuPont of all outstanding Company capital stock at a price of $250 per share. Mr. Hoechner indicated that he expected the Board would require a substantially higher price, but stated that he would take the revised offer to the Board for its consideration.

On October 9, 2021, the Executive Committee of the Board held a meeting by videoconference to discuss the most recent proposal from DuPont. All other members of the Board also participated in the Executive Committee meeting along with Messrs. Daigle, Mayampurath, and Knoll, and representatives of J.P. Morgan and Covington. The Executive Committee discussed the proposal with members of senior management, representatives of J.P. Morgan and representatives of Covington. After careful consideration, the Board determined that the proposal from DuPont was inadequate.

Later on October 9, 2021, Mr. Hoechner contacted Mr. Breen to convey that the Board viewed the most recent proposal from DuPont as not being adequate and invited Mr. Breen to offer a higher price. Later that day, Mr. Breen contacted Mr. Hoechner and advised that DuPont could not increase its offer without access to certain due diligence information.

On October 10, 2021, the Executive Committee held a meeting by videoconference and Mr. Hoechner briefed the Committee regarding his recent conversations with Mr. Breen. All other members of the Board also participated in the Executive Committee meeting along with Messrs. Daigle, Mayampurath, and Knoll, and representatives of J.P. Morgan and Covington. Mr. Hoechner informed the Board that while he thought it would be possible for DuPont to improve its $250 per share offer, he believed, based on the position Mr. Breen had conveyed in their most recent discussion, that DuPont would be unlikely to do so without access to confidential information. Following discussions, the Executive Committee resolved to authorize Mr. Hoechner and Mr. Knoll to negotiate and enter into a non-disclosure and standstill agreement with DuPont and thereafter to provide such limited non-public information as necessary to facilitate a revised proposal from DuPont. The Executive Committee also formally approved the engagement of J.P. Morgan as financial advisor.

Later on October 10, 2021, Mr. Hoechner contacted Mr. Breen and both parties agreed that, subject to prior execution of a mutually satisfactory non-disclosure and standstill agreement, representatives from DuPont would have further meetings with members of the Company’s senior management in Arizona. Mr. Knoll sent a draft non-disclosure and standstill agreement to DuPont’s General Counsel, Erik Hoover.

On October 11, 2021, Mr. Breen and Mr. Hoechner held discussions regarding the terms and duration of the Company’s proposed non-disclosure and standstill agreement. Mr. Breen indicated that DuPont would not be willing to agree to a standstill without a better understanding of the per share price range in which the Company Board would be willing to permit substantive engagement with DuPont in connection with a potential acquisition. Later that same day, Mr. Hoechner and Mr. Breen discussed the valuation of the Company further. During the course of the discussion, Mr. Breen enquired whether the Board was seeking a significantly higher valuation and whether that could be as high as $270 per share. Mr. Hoechner indicated that while he was not authorized to provide a specific range at which the Board would consider engaging in further discussions, Mr. Hoechner believed, that, based on prior discussions with the Board, the Board would require a price of more than $270 per share in order to proceed with discussions regarding a possible transaction. Mr. Hoechner urged Mr. Breen to use the opportunity to evaluate the Company’s strategic plan under the terms of a non-disclosure and standstill agreement and was convinced that Mr. Breen would then see the rationale in the Board’s expectations for a higher valuation for the Company. Mr. Breen

agreed to executing a non-disclosure and standstill agreement to evaluate the strategic plan and reassess his proposal. Mr. Breen requested that DuPont be allowed to share any financials and strategic plans offered by the Company with certain potential financing sources. Mr. Hoechner advised that he would consider the request and discuss it with the Board and the Company’s advisors.

On October 12, 2021, the Executive Committee held a meeting by videoconference and Mr. Hoechner provided an update on his conversations with Mr. Breen and the ongoing negotiations regarding a non-disclosure and standstill agreement. All other members of the Board, except for Mr. Owens, also participated in the Executive Committee meeting along with Messrs. Daigle, Mayampurath, and Knoll, and representatives of J.P. Morgan and Covington. Mr. Knoll explained the status of negotiations, and the Executive Committee determined that a one-year standstill would be acceptable, but that it was premature to permit DuPont to share confidential information with financing sources. Mr. Hoechner contacted Mr. Breen to communicate the Executive Committee’s decision and later that evening, counsel for DuPont and the Company concluded negotiations of a non-disclosure and standstill agreement that the parties executed on the morning of October 13, 2021.

On October 13, 2021, members of the Company’s senior management held meetings with representatives of DuPont in Tempe, Arizona to present elements of the Company’s financial forecast, operating plan and strategic plan, and to respond to due diligence questions.

On October 15, 2021, Mr. Breen contacted Mr. Hoechner and delivered a proposal contemplating the purchase by DuPont of all outstanding Company capital stock at a price of $260 per share, subject to an appropriate due diligence review by DuPont. Mr. Breen advised Mr. Hoechner that there was sound justification for the increased offer based upon the information conveyed at the October 13, 2021, meeting, in particular the Company’s customer design wins and forecasts in the areas of EV/HEV and ADAS.

Later on October 15, 2021, the Executive Committee held a meeting by videoconference to discuss the most recent proposal from DuPont. All other members of the Board also participated in the Executive Committee meeting along with Messrs. Daigle, Mayampurath, and Knoll, and representatives of J.P. Morgan and Covington. Representatives of J.P. Morgan provided a preliminary financial analysis of the proposal and potential price that DuPont could offer consistent with its published acquisition criteria. Representatives of J.P. Morgan also discussed potential negotiation strategies, intended to assess whether DuPont would be willing to offer a price that the Board could determine to be acceptable. In light of confidentiality concerns, the Board concluded that it would be premature to contact other potential acquirers prior to DuPont offering a price that the Board would approve. After considering the most recent proposal from DuPont, the Board rejected DuPont’s $260 per share proposal as inadequate. The Board authorized Mr. Hoechner to contact Mr. Breen to propose an acquisition price of $285 per share, subject to the negotiation of an appropriate definitive transaction agreement.

On October 16, 2021, Mr. Hoechner contacted Mr. Breen and informed him of the Board’s rejection of an offer at $260 per share and the Board’s intention to terminate further discussions if DuPont declined to offer a substantially higher price.

On October 17, 2021, Mr. Breen contacted Mr. Hoechner to discuss the valuation of the Company and to deliver a proposal contemplating the purchase by DuPont of all outstanding Company capital stock at a price of $270 per share. After conferring with Mr. Wallace, Mr. Hoechner later contacted Mr. Breen and advised that the Board would support a transaction at an acquisition price of $285 per share, subject to an acceptable definitive transaction agreement.

On October 18, 2021, Mr. Hoechner and Mr. Breen held a telephonic meeting where Mr. Hoechner informed Mr. Breen that the Board would not agree to the $270 per share offer. During the discussion, Mr. Breen inquired whether an offer of $277 per share would be considered by the Board. At this point, Mr. Hoechner said he would discuss that per share price with Mr. Wallace.

Later on October 18, 2021, Mr. Hoechner and Mr. Wallace held a telephonic meeting with Mr. Breen. During the meeting, Mr. Breen reiterated DuPont’s strong interest in a transaction. Mr. Breen further communicated DuPont’s intention, should a transaction be agreed to and completed, to integrate the Company’s business, including certain operations facilities and functions, as a key component of DuPont’s Electronics & Industrial business segment, with synergies generally focused on public company costs and administrative functions. Mr. Breen further explained that, although he did not yet have authority from the DuPont board for an offer of more than $275 per share, if the Company’s Board, pursuant to a recommendation by Mr. Hoechner and Mr. Wallace, would be willing to accept

$277 per share, Mr. Breen would seek approval from the DuPont board for that price. Messrs. Hoechner and Wallace advised Mr. Breen that they would recommend DuPont’s conditional proposal of $277 per share to the Company’s Board, subject to an appropriate definitive transaction agreement.

On October 19, 2021, the Executive Committee held a meeting by videoconference, where Mr. Hoechner discussed Mr. Breen’s conditional offer of $277 per share. All other members of the Board also participated in the Executive Committee meeting along with Messrs. Daigle, Mayampurath, and Knoll, and representatives of J.P. Morgan and Covington. Representatives of J.P. Morgan discussed the offer in the context of J.P. Morgan’s preliminary financial analysis of the Company and compared the offer to similar, consummated transactions. The Executive Committee asked questions of the J.P. Morgan representatives who further discussed the proposal from DuPont. The Executive Committee discussed the impact of accepting the offer on the Company’s various constituencies, including DuPont’s future plans for the Company and its business divisions. The Executive Committee, in consultation with representatives from J.P. Morgan and Covington, also discussed the possibility of conducting a market check and the risks to the Company of sharing confidential information with other potential acquirers. The Executive Committee considered DuPont’s proposal; the opportunities and risks inherent in the Company’s strategic plan, with the resulting valuation; the commitment, capabilities and resources of DuPont to grow the Company’s business and mitigate those risks; and the fact that DuPont was not a direct competitor of the Company. The Executive Committee concluded that the updated conditional proposal from DuPont, if confirmed by DuPont, should be accepted and resolved to approve the negotiation of a definitive merger agreement at a price of $277 per share. The Executive Committee further concluded, after considering the likelihood of potential competing bidders and the risk of leaks and delays, not to contact third parties to solicit alternative proposals at that time. In addition, at DuPont’s request, the Board approved Goldman Sachs Group, Inc., or an affiliate, as an approved DuPont financing source with which DuPont could share confidential information about the Company under the non-disclosure and standstill agreement. Representatives of Covington then presented to the Executive Committee an overview of the key terms to be negotiated in a merger agreement as well as an illustrative timeline for a transaction. The Executive Committee asked questions of Covington, discussed various aspects of the merger agreement, and then directed the Company’s senior management to proceed with the negotiation of a definitive merger agreement providing for the purchase by DuPont of all outstanding Company capital stock at a price of $277 per share.

Later on October 19, 2021, Mr. Hoechner contacted Mr. Breen to inform Mr. Breen that the Board had approved engaging with DuPont at a price of $277 per share, subject to approval of such proposal by the DuPont board and negotiation of an acceptable definitive merger agreement. Later on October 19, 2021 Mr. Breen contacted Mr. Hoechner to inform him that DuPont was willing to proceed with negotiation of a merger agreement at a price of $277 per share. Messrs. Hoechner and Breen also discussed the organization of due diligence efforts as well as coordination amongst the parties’ legal advisors. Mr. Breen informed Mr. Hoechner that Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), legal counsel to DuPont in connection with the acquisition, would furnish Covington with a draft merger agreement.

On October 21, 2021, representatives of Covington received a draft merger agreement from Skadden. The provisions of the draft merger agreement contained customary representations, warranties and covenants for transactions of this nature, provisions enabling the Board to evaluate superior proposals and change its recommendation to the Company’s shareholders with respect to the transaction in compliance with its fiduciary duties, and a proposed termination fee payable by the Company of $185 million.

On October 21, 2021, the Company and its representatives organized and began preparing a virtual data room for DuPont and its representatives to conduct due diligence.

On October 22, 2021, representatives of DuPont met with representatives of the Company in Tempe, Arizona to discuss additional diligence, including regarding potential synergies.

On October 23, 2021, members of the Company’s senior management, Covington and J.P. Morgan held a meeting by videoconference to discuss the draft merger agreement. Key issues centered around (i) enhancing deal certainty for the Company by strengthening DuPont’s obligations to obtain regulatory approval and modify the definition of “Material Adverse Effect” as it pertained to closing conditions, (ii) facilitating the Company’s ability to consider a superior proposal, including by lowering the termination fee, and (iii) protecting the Company’s ability and flexibility to execute on its strategic plan and other interim operations, including employee compensation matters, pending completion of the merger or termination of the merger agreement. Later that evening, Covington provided Skadden with a revised draft of the merger agreement.

On October 24, 2021, the Executive Committee held a meeting by videoconference to discuss the draft merger agreement. All other members of the Board also participated in the Executive Committee meeting along with Messrs. Daigle, Mayampurath, and Knoll and Benjamin Buckley, Vice President and Chief Human Resources Officer of the Company. Representatives of J.P. Morgan and Covington also participated. Representatives of Covington reviewed and discussed with the Executive Committee the proposed merger structure and provisions involving deal certainty, deal protection, interim operating covenants, employee compensation matters, director and officer indemnification and dispute resolution, among other matters. Mr. Buckley advised the Executive Committee on employee compensation matters in connection with the draft merger agreement, explaining that management’s goals were to retain key Company personnel to execute on the Company’s operating and strategic plans and preserve the Company’s flexibility to respond appropriately to challenges that may arise in the interim period before closing of the transaction. Mr. Buckley also discussed a proposed key employee retention plan (“KERP”) being prepared by the Company’s senior management together with Covington. Mr. Buckley also advised the Executive Committee regarding the treatment of the Company’s existing benefit and severance plans outside the KERP, as well as efforts to assess potential issues arising from Section 280G of the Internal Revenue Code and the potential implications for executive retention. The Executive Committee asked questions of Mr. Buckley, members of senior Company management and Covington, and discussed how best to effectuate the goals of employee retention. The Executive Committee then directed management of the Company and Covington to negotiate for robust protections and flexibility for the Company during the interim period.

Over the course of the next week, from October 25, 2021 to October 29, 2021, the Company, DuPont and their respective counsel and advisors conducted several due diligence telephonic meetings to discuss topics including intellectual property, information technology, human resources and other operational, financial, legal, tax, environmental, health and safety matters and conducted in-person site visits at three of the Company's significant manufacturing sites. The Company developed internal and external communications and investor relations strategies in connection with the pending transaction.

On October 25, 2021, representatives of the Company, Covington, DuPont and Skadden held a meeting by videoconference to further negotiate provisions of the draft merger agreement. Discussions focused on regulatory approval covenants and conditions, the termination fee, employee retention protections and the evaluation of superior proposals. Subsequent to the meeting, on October 27, 2021, Skadden provided Covington with an updated draft of the merger agreement.

On October 29, 2021, Mr. Hoechner contacted Mr. Breen to discuss employee retention matters. Mr. Hoechner conveyed to Mr. Breen the Board’s desire to ensure that the Company maintain its essential personnel in the event that the transaction is not consummated, as well as to preserve value for DuPont by continuing to execute on the growth strategies through and after closing. Mr. Hoechner discussed for the merger agreement to allow for the Company to recognize anticipated actual performance under outstanding PSUs, grant performance-based stock unit awards consistent with the Company’s past practices and indemnify employees from Section 280G exposure.

Later on October 29, 2021, Mr. Hoechner, Mr. Breen and members of management of the Company and DuPont met to discuss internal and external communications matters. The parties also continued to discuss and negotiate employee retention matters. DuPont agreed to the Company’s request that employee retention mechanisms be provided for in the merger agreement. Subsequently, Covington and Skadden exchanged drafts of the merger agreement and the Company’s disclosure letter.

On October 30, 2021, Covington provided to the Board of the Company materials summarizing key terms of the merger agreement and describing issues and developments in the negotiations.

On October 31, 2021, the Board held a meeting by videoconference. All Company directors attended together with Messrs. Daigle, Mayampurath, Knoll and Buckley and representatives of Covington and J.P. Morgan. Mr. Hoechner summarized recent developments in the proposed transaction between the Company and DuPont and Mr. Knoll provided an update on due diligence, legal and communications matters. The Board reviewed minutes of the recent meetings of the Board and Executive Committee. Mr. Knoll and representatives of Covington then provided an update on the negotiations with DuPont regarding the terms of the definitive merger agreement and discussed the summary of key terms, focusing on issues pertaining to the Board’s ability to consider superior proposals, deal certainty and interim operating flexibility. Mr. Buckley presented management’s recommendation for establishing the

KERP, and following discussion, the members of the Compensation and Organization Committee of the Board voted to approve the KERP. Later in the evening of October 31, 2021, representatives of the Company, Covington, DuPont and Skadden met by videoconference to negotiate and resolve open issues on the Merger Agreement pertaining to deal certainty and termination provisions.

During the day on November 1, 2021, Covington and Skadden exchanged further drafts of the Merger Agreement and the Company disclosure letter.

That evening, an unauthorized media report speculated that DuPont and the Company were in advanced negotiations with respect to a sale of the Company at a price of approximately $275.00 per share. The closing stock price of Company capital stock on November 1, 2021 was $208.23.

Later in the evening on November 1, 2021, the Board held a meeting by videoconference to consider approving the merger agreement and related matters. All Company directors, Messrs. Daigle, Mayampurath, Knoll and Buckley and representatives of Covington and J.P. Morgan attended the meeting. Mr. Hoechner summarized recent developments in the discussions between the Company and DuPont, including the planning for coordinated internal and external communications regarding the possible transaction and negotiation of the definitive merger agreement. Mr. Knoll and representatives of Covington then provided an update on due diligence, legal and communications matters. Mr. Knoll and Covington further advised that the parties were in a position to sign the definitive merger agreement, subject to the approval of the Board.

Representatives of J.P. Morgan reviewed with the Board J.P. Morgan’s financial analysis of the Merger Consideration. J.P. Morgan then rendered its oral opinion to the Board, which was subsequently confirmed in writing, that, as of November 1, 2021 and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration of $277.00 per share in cash, without interest therein, to be paid to the holders of shares of Company capital stock in the proposed merger with DuPont was fair, from a financial point of view, to such shareholders.

The Board considered the fairness opinion and such other matters as the Board deemed appropriate to enable the Board to evaluate the merger and reach an informed conclusion as to the transactions contemplated by the merger agreement.

Following this consideration and the foregoing discussions, the Board unanimously (i) determined that the Merger Agreement, the merger and the transactions contemplated by the Merger Agreement, were fair to, and in the best interests of, the Company and the Company’s shareholders, (ii) approved, adopted and declared advisable the Merger Agreement, the merger and the transactions contemplated by the Merger Agreement in accordance with the requirements of the MBCA, and (iii) resolved to recommend that the Company’s shareholders vote to approve the Merger Agreement and directed that the Merger Agreement be submitted to the Company’s shareholders for approval at a special meeting of the Company’s shareholders.

Thereafter, late in the evening of November 1, 2021, the parties executed the merger agreement.

On the morning of November 2, 2021, each of the Company and DuPont issued a press release announcing the execution of the merger agreement.

At a meeting held on November 1, 2021, the Board, by a unanimous vote of all directors, determined that it is in the best interests of the Company and the Company’s shareholders, and declared it advisable, for the Company to enter into the Merger Agreement, adopted the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the transactions contemplated by the Merger Agreement, including the merger, and resolved to recommend approval of the Merger Agreement by the shareholders of the Company.

Before making its recommendation, the Board consulted with its outside legal and financial advisors and with the Company’s senior management team. In reaching its recommendation, the Board focused on a number of factors, including the following:

The Board weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the Merger Agreement and the merger, including:

The foregoing discussion of the information and factors considered by the Board in reaching its conclusions and recommendations is not intended to be exhaustive, but includes material factors considered by the directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not attempt, to quantify, rank or assign any relative or specific

weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors may have given different weights to different factors. The Board considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

The Board unanimously recommends that you vote “FOR” approval of the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve the Merger Agreement.

Pursuant to an engagement letter dated October 11, 2021, the Company retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At the meeting of the Board on November 1, 2021, J.P. Morgan rendered its oral opinion to the Board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the Merger Consideration to be paid to the holders of shares of Company capital stock in the proposed merger was fair, from a financial point of view, to such shareholders. J.P. Morgan has confirmed its November 1, 2021 oral opinion by delivering its written opinion to the Board, dated November 1, 2021, that, as of such date, the Merger Consideration to be paid to the holders of shares of Company capital stock in the proposed merger was fair, from a financial point of view, to such shareholders.

The full text of the written opinion of J.P. Morgan dated November 1, 2021, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the Merger Consideration to be paid in the proposed merger and did not address any other aspect of the proposed merger. J.P. Morgan expressed no opinion as to the fairness of the Merger Consideration to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinions, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the proposed merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company, DuPont or the Merger Sub under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the proposed merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement. J.P. Morgan also assumed that the representations and warranties made by the Company, DuPont and Merger Sub in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the proposed merger.

The projections furnished to J.P. Morgan and summarized in the section entitled “The Merger—Financial Projections” beginning on page 40 of this proxy statement were prepared by the Company’s management. The Company does not publicly disclose the internal management projections provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the Company’s management. Accordingly, actual results could vary significantly from those set forth in the projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section entitled “The Merger—Financial Projections” beginning on page 40 of this proxy statement.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of shares of Company capital stock in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of the Company or the underlying decision by the Company to engage in the proposed merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed merger, or any class of such persons relative to the Merger Consideration in the proposed merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Company’s capital stock will trade at any future time.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s length negotiations between the Company and DuPont, and the decision to enter into the Merger Agreement was solely that of the Board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board or the Company’s management with respect to the proposed merger or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Board on November 1, 2021 and contained in the presentation delivered to the Board on such date in connection with the rendering of such opinion. The summary below does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to

more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

For each of the selected companies, J.P. Morgan calculated the ratio of firm value to EBITDA based on publicly available financial information and Wall Street estimates per FactSet Research Systems as of October 29, 2021 for the 2022 calendar year (which we refer to as “CY2022E FV / EBITDA”). For each of the selected companies, J.P. Morgan also calculated the price to earnings ratio based on publicly available financial information and Wall Street estimates per FactSet Research Systems as of October 29, 2021 for the 2022 calendar year (which we refer to as “CY2022E P/E”).

Based on the results of these analyses and other factors J.P. Morgan considered appropriate, J.P. Morgan selected a multiple reference range of 12.0x to 20.0x for CY22E FV / EBITDA and a multiple reference range of 16.5x to 30.0x for CY22E P/E and applied these reference ranges to the CY2022E EBITDA and CY22E earnings per share, respectively, as provided by the Company’s management in its management projections. This resulted in an implied equity value range of $179.00 to $297.00 per share for the CY22E FV / EBITDA analysis and an implied equity value range of $142.00 to $259.00 per share for the CY22E P/E analysis (in each case, rounded to the nearest $1.00) for the Company, compared, in each case, to (i) the DuPont offer price of $277.00 per share, and (ii) the closing price of Company capital stock on October 29, 2021 of $201.12 per share.

Based on the results of this analysis and other factors J.P. Morgan considered appropriate, J.P. Morgan selected a multiple reference range of 11.0x to 19.5x for LTM FV / EBITDA, and applied this reference range to the LTM EBITDA for the Company as of September 30, 2021, which includes Silicone Engineering, as provided by the Company’s management in its management projections. This resulted in an implied equity value range of $139.00 to $245.00 per share (in each case, rounded to the nearest $1.00) for the Company, compared to (i) the DuPont offer price of $277.00 per share, and (ii) the closing price of Company capital stock on October 29, 2021 of $201.12 per share.

Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share for the Company’s capital stock. J.P. Morgan calculated the unlevered free cash flows that the Company is expected to generate from Q4 2021 through 2026 based upon financial projections prepared by the management of the Company, which are summarized in the section entitled “The Merger—Financial Projections” beginning on page 40 of this proxy statement. J.P. Morgan also calculated a range of terminal asset values of the Company at the end of the six-year period ending in 2026 by applying a perpetual growth rate ranging from 4.0% to 5.0% of the unlevered free cash flow of the Company during the terminal year of the six-year period. The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 9.0% to 10.5%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present value of the unlevered free cash flows and the range of terminal asset values were then adjusted for the Company’s net cash of $43 million. Based on the results of this analysis, J.P. Morgan arrived at a range of equity values of between $202.00 and $330.00 per share (in each case, rounded to the nearest $1.00) for the Company’s capital stock on a stand-alone basis (i.e., without synergies).

52-Week Historical Trading Range. For reference only and not as a component of its fairness analyses, J.P. Morgan reviewed the trading range for Company capital stock for the 52-week period ended October 29, 2021. J.P. Morgan noted that the low and high closing share prices during this period were $116.00 and $214.00 per share of Company capital stock, respectively.

Analyst Price Targets for the Company. For reference only and not as a component of its fairness analyses, J.P. Morgan reviewed certain publicly available equity research analyst share price targets adjusted to present value assuming a cost of equity of 10.5% for Company capital stock, and noted that the range of such price targets, rounded to the nearest $1.00, was $204.00 to $253.00 per share of Company capital stock, in each case, as compared to (i) the DuPont offer price of $277.00 per share, and (ii) the closing price of Company capital stock on October 29, 2021 of $201.12 per share.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the proposed merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the proposed merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the proposed merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For services rendered in connection with the proposed merger, the Company has agreed to pay J.P. Morgan an aggregate fee of approximately $50 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company and DuPont for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner on the Company’s credit facility in October 2020. Such services during such period for DuPont have included acting as joint lead arranger and joint bookrunner on credit facilities of DuPont in April 2020 and April 2021, acting as joint lead bookrunner on DuPont’s offering of debt securities in April 2020 and acting as a financial advisor in connection with the separation of DuPont’s Nutrition and Biosciences business in February 2021 and DuPont’s acquisition of Laird Performance Materials in July 2021. During the two-year period preceding delivery of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from the Company were approximately $1 million and from DuPont were approximately $26 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or DuPont for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

In connection with the evaluation of a possible transaction, we provided projections to our directors and their advisors in connection with their consideration of the merger, as well as to Parent, in connection with their due diligence review of the Company. These projections contained certain non-public financial forecasts that were prepared by our management for fiscal years 2021–2026.

A summary of the financial forecasts included in the projections has been included below. This summary is not being included in this document to influence your decision whether to vote for or against the proposal to approve the Merger Agreement, but is being included because these financial forecasts were made available to our directors and their advisors as well as to Parent. The inclusion of this information should not be regarded as an indication that our directors or their advisors, or any other person, considered, or now considers, such financial forecasts to be material or to be necessarily predictive of actual future results, and these forecasts should not be relied upon as such. Our internal financial forecasts, upon which the summary financial forecasts included below were based, are subjective in many respects. There can be no assurance that these financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted.

In addition, the financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (“GAAP”), the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither our independent registered public accounting firm, nor any other independent accountants, have audited, compiled, examined or performed any procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

These financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond our control, including demand, supply (including price and availability of raw materials), competition, resources, capacity expansion execution, the general business and economic environment, and conditions in the advanced materials industry and the industries into which the Company’s products are sold. We believe the assumptions used as a basis for this projected financial information were reasonable, and that the bases on which the financial forecasts were prepared reflected the best currently available estimates and judgments of management of the future financial performance of the Company, at the time we prepared these financial forecasts, given the information available at the time. Important factors that may affect actual results and cause these financial forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to our business (including our ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions, the regulatory environment and other factors described in or referenced under “Cautionary Statement Concerning Forward-Looking Information” beginning on page 18 and “The Merger—Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 31 and those risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Accordingly, there can be no assurance that these financial forecasts will be realized or that our future financial results will not materially vary from these financial forecasts.

No one has made or makes any representation to any shareholder regarding the information included in the financial forecasts set forth below. We have made no representation to Parent or Merger Sub in the Merger Agreement concerning these financial forecasts. We do not, as a matter of course, publicly disclose financial forecasts as to future financial performance, earnings or other results for extended periods due to, among other reasons, the unpredictability of our business and competitive markets in which we operate, the inherent difficulty of accurately predicting future periods and the likelihood that the underlying assumptions and estimates may prove incorrect.

We have not updated and do not intend to update or otherwise revise the financial forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions on which such forecasts were based are shown to be in error. In light of the foregoing factors and the uncertainties inherent in these projections, shareholders are cautioned not to place undue, if any, reliance on these projections.

The following is a summary of the financial forecasts for the Company prepared by our management and provided to our directors and their advisors:

The Company approved the following free cash flow projections for use by J.P. Morgan in connection with its financial analysis and opinion, which were calculated as set forth below.

Unlevered free cash flow is defined on an annual basis as adjusted earnings before interest and taxes (Adj. EBIT), less taxes, plus depreciation and amortization, less capital expenditures, less stock-based compensation expense (net of tax), and less the increase in net working capital.

Parent estimates that the total amount of funds required to complete the merger and related transactions, including to pay fees and expenses in connection with the merger, is approximately $5.2 billion. Parent has obtained delayed draw term loan commitments in an aggregate principal amount of $5.2 billion (the “Commitments”) to finance the merger and related transactions on the terms set forth in that certain Term Credit Agreement, dated as of November 22, 2021 (the “Credit Agreement”), among Parent, as borrower, the lenders party thereto (collectively, the “Term Lenders”) and Goldman Sachs Bank USA, as administrative agent (in such capacity, the “Administrative Agent”).

Commitments under the Credit Agreement will be available from November 22, 2021 until the earliest to occur of (a) 11:59 p.m. (New York City time) after the Outside Date, including any extension thereof pursuant to the Merger Agreement as in effect on November 1, 2021, (b) the closing of the merger without drawing on the Commitments, (c) the date that the Merger Agreement is terminated by Parent in a signed writing in accordance with its terms, (d) the receipt by Parent of the proceeds of certain asset sales, equity issuances or debt issuances in an aggregate amount of $5.2 billion and (e) receipt by the Administrative Agent of written notice from Parent of its election to terminate all Commitments under the Credit Agreement (such earliest date, the “Commitment Termination Date”). The Credit Agreement is scheduled to mature on the date that is two years following the closing date of the merger, and shall not be subject to scheduled amortization. The Credit Agreement is unsecured.

Borrowings under the Credit Agreement will bear interest at a rate per annum equal to either, at Parent’s option, LIBOR plus a margin of 0.875% to 1.375% or a base rate plus a margin of 0.00% to 0.375%, depending on the rating of certain index debt of Parent. The Credit Agreement contains customary hardwired LIBOR replacement provisions. Parent will pay a ticking fee which shall accrue at a rate per annum ranging from 0.050% to 0.150%, depending on the rating of certain index debt of Parent, on the daily average amount of the unused commitment of the Term Lenders during the period from January 30, 2022 to but excluding the Commitment Termination Date or, if earlier, the closing date of the merger.

Borrowings under the Credit Agreement, if any, shall be required to be repaid with the proceeds of certain asset sales, equity issuances or debt issuances, in each case subject to certain customary exceptions.

The Credit Agreement contains customary conditions, representations and warranties, affirmative and negative covenants (including, without limitation, limitations on liens, fundamental changes, sale lease transactions and ratio of total indebtedness to total capitalization) for facilities of its type, subject to customary exceptions and thresholds.

The consummation of the merger is not subject to a financing condition (although the funding of the debt financing is subject to the satisfaction of the conditions set forth in the Credit Agreement).

The closing of the merger will occur on the third business day following the satisfaction or, to the extent permissible, waiver of each of the closing conditions set forth in the Merger Agreement. The merger will become effective upon the filing of Articles of Merger with the Secretary of the Commonwealth of Massachusetts and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company will agree in writing and will specify in the Articles of Merger and the Certificate of Merger. We intend to complete the merger as promptly as practicable, subject to receipt of the Requisite Company Vote and satisfaction of the other closing conditions set forth in the Merger Agreement. Although we currently anticipate that the merger will be completed in the second quarter of 2022, we cannot specify when or assure you that all conditions to the merger will be satisfied or waived.

Within three business days after the Effective Time of the merger, a letter of transmittal will be mailed to each holder of record of the Company’s capital stock describing how such holder should surrender its shares of Company capital stock for the Merger Consideration.

You should not return your stock certificates, if any, with the enclosed proxy card, and you should not forward your stock certificates to the exchange agent (described in the section entitled “Summary of the Merger Agreement—Delivery of Merger Consideration and Procedures for Surrender” beginning on page 58) without a letter of transmittal.

If your shares of Company capital stock are certificated, you will not be entitled to receive the Merger Consideration until you deliver a duly completed and executed letter of transmittal to the exchange agent and you must also surrender your stock certificate or certificates to the exchange agent. If your shares of Company capital stock are held in book-entry form, which we refer to as uncertificated shares, surrender of any uncertificated shares will be effected in accordance with the exchange agent’s customary procedures with respect to securities that are uncertificated or represented by book-entry and no holder of uncertificated shares will be required to deliver a certificate or an executed letter of transmittal to the exchange agent in order to receive the Merger Consideration to which such holder is otherwise entitled under the Merger Agreement.

If you have lost a certificate, or if it has been stolen or destroyed, then before you will be entitled to receive the Merger Consideration, you will have to make an affidavit of the loss, theft or destruction and, if reasonably required by Parent, post a bond in such reasonable and customary amount as Parent may direct as indemnity against any claim that may be made against Parent with respect to such certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

In considering the recommendation of the Board with respect to the Merger Agreement, you should be aware that the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our shareholders generally, as more fully described below. The Board was aware of these interests and considered them, among other matters, in reaching the determination that the Merger Agreement and the merger are in the best interests of the Company and its shareholders and in making their recommendations regarding approval of the Merger Agreement as described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 31.

Please see the section of this proxy statement entitled “The Merger—Golden Parachute Compensation” beginning on page 48 for additional information with respect to the compensation that our named executive officers may receive in connection with the merger.

Except as otherwise noted, for purposes of quantifying the potential payment and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table titled “The Merger—Golden Parachute Compensation” below, were used:

The amounts indicated below are estimates based on multiple assumptions that may or may not occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain events that are not expected, such as the termination of employment of the executive officers prior to the Assumed Effective Time.

At the Assumed Effective Time and in accordance with the assumptions described in the section entitled “The Merger—Certain Assumptions” beginning on page 42:

Any offering period that commenced prior to November 1, 2021 shall end as of a date selected by the Company prior to the Effective Time of the merger, and each outstanding right to purchase shares of capital stock of the Company granted under such plan will be automatically exercised as of that date. Until the merger is effective or the Merger Agreement is terminated, no new offering period may commence under the ESPP.

Effective as of immediately prior to the Effective Time of the merger, each of our directors will terminate his service as a member of the Board and, in connection therewith, each director who holds deferred stock units will receive an equivalent number of shares of our capital stock in accordance with his deferral elections. Each such share of capital stock issued in settlement of the director’s deferred stock units will be treated as an outstanding share at the time of the merger and will be converted into the right to receive the Merger Consideration.

The following table sets forth, as of November 29, 2021 for each person who is serving as a director or executive officer of the Company:

Pursuant to (i) the Severance Plan or the Severance Pay Plan Policy for Exempt, Non-Exempt, Non-Union Hourly and Part-Time Employees (the “Severance Pay Plan Policy”), as applicable, (ii) the restricted stock unit award agreements into which the Company has entered or may enter into with each of its executive officers under the Company’s 2019 Long-Term Equity Compensation Plan (the “2019 plan”), and (iii) the performance-based share unit award agreements into which the Company has entered with each of its executive officers under the 2019 plan, certain of the Company’s executive officers are entitled to specified benefits in the event of the termination of their employment under specified circumstances, including a termination following a change in control of the Company.

The Company and each of Messrs. Hoechner, Mayampurath, Daigle, Knoll, and Gouveia (collectively, the “covered named executive officers” or “covered NEOs”) are parties to the Severance Plan. In order to participate in the Severance Plan, each executive must execute a participation agreement (the “Participation Agreement”) providing that severance payments and benefits provided under the Severance Plan are in lieu of any other severance payments or benefits to which they would have been entitled from the Company.

The Severance Plan provides benefits to a covered NEO if that NEO (i) is involuntarily terminated by the Company for any reason other than for cause or (ii) terminates his employment with the Company for good reason (each a “Qualifying Termination”). Benefits under the Severance Plan include:

The Severance Plan also provides benefits to our non-NEO executive officers and certain other officers of the Company, under the same conditions set forth above. Benefits under the Severance Plan for these executives and other officers are the same as those provided to Messrs. Gouveia and Mayampurath.

Certain other officers of the Company are entitled to benefits under the Severance Pay Plan Policy if they are involuntarily terminated by the Company without cause. Benefits under the Severance Pay Plan Policy include:

Benefits under the severance plans are also conditioned (i) in the case of the Severance Plan, upon the executive’s execution and non-revocation of a general release and separation agreement and compliance with covenants regarding non-competition, non-solicitation, non-disparagement, and confidentiality, and (ii) in the case of the Severance Pay Plan Policy, upon the executive's execution of a general release and settlement agreement. The estimated aggregate amount of severance payments that would be payable to our executive officers who are not named executive officers under the severance plans upon the closing of the merger is $2.8 million.

At the Chief Executive Officer’s discretion, non-NEO executives (as well as other key Company employees) are eligible to participate in the Rogers Corporation Key Employee Retention Plan (the “KERP”). Benefits under the KERP include cash-based retention awards, which may be granted in the Chief Executive Officer’s discretion in an aggregate amount for all participants not to exceed $10 million. The KERP is designed to incentivize the retention of key talent through the Effective Time or, if earlier, December 31, 2022, in order to promote continuity of Company operations. Benefits under the KERP vest on the earlier of (i) December 31, 2022, or (ii) an individual’s qualifying termination. In addition, if the Effective Time occurs before either (i) or (ii), 50% of the benefit would vest at the Effective Time, and the remainder would vest on the earlier of (i) or (ii). As of the date of this proxy statement, no awards or benefits have been allocated or granted under the KERP to any non-NEO executives.

Rogers previously maintained the Rogers Corporation Defined Benefit Pension Plan, a tax-qualified defined benefit pension plan, and currently maintains a non-qualified unfunded pension plan (the “Pension Restoration Plan”). Benefit accrual under both plans ceased as of June 30, 2013. Benefits under the Pension Restoration Plan are only payable in a lump sum. The lump sum amount is calculated using mortality tables applicable to tax qualified plans under IRS rules and an interest rate equal to the average of the annual interest rates on 10-year U.S. Treasury notes over the five years (as reported on September 1) prior to the year of employment termination plus 20 basis points. In general, the benefit under the Pension Restoration Plan is paid six months and one day following the termination of employment, or, if earlier, the benefit is immediately payable on a change in control.

Rogers Corporation Deferred Compensation Plan is maintained for the benefit of our executive officers. An executive officer may only earn nonqualified deferred compensation by electing to defer receipt of compensation that would otherwise be payable to him or her in cash. The plan allows participants to elect to defer up to 100% of their annual bonus and 50% of their base salary. In addition, the Company may, in its discretion, credit amounts to participants' accounts. Accelerated payment may occur upon a change in control that occurs prior to the executive officer’s termination of employment with the Company if so elected by the executive officer prior to the executive officer’s commencement of participation in the plan or a bona fide unforeseen financial hardship. Payments made upon a participant’s separation from service may be delayed six months, if necessary, to avoid penalties under Internal Revenue Code Section 409A.

Mr. Michael M. Ludwig retired from his position as Senior Vice President, Chief Financial Officer and Treasurer of the Company, effective as of May 1, 2021. Mr. Ludwig had an employment or severance agreement with us prior to the termination of his employment with the Company. He is not entitled to severance payments from the Company in connection with the merger and has no economic interests in the merger except insofar as he may hold shares of Company capital stock.

In connection with the merger, the Compensation and Organization Committee of the Board authorized the Company to enter into participation agreements with certain employees, including certain of the Company's executive officers, and approved the form of such participation agreements (each, a “Gross-Up Agreement”). Each Gross-Up Agreement provides that if the employee becomes entitled to payments and benefits in connection with the merger, including accelerated vesting of Company equity awards, that are “excess parachute payments” under Sections 280G and 4999 of the Code, the employee will be entitled to receive an additional payment from the Company in an amount

such that, after payment by the employee of all applicable taxes on the parachute payments and this additional payment (including any excise tax imposed under Section 4999 of the Code), the employee will be in the same after-tax position as if no excise tax were imposed on the parachute payments.

See the section entitled “The Merger—Golden Parachute Compensation” beginning on page 48 of this proxy statement for an estimate of the amounts that would become payable to each of the Company's named executive officers pursuant to each Gross-Up Agreement. Based on the assumptions described in the section entitled “The Merger—Certain Assumptions” beginning on page 42, the estimated aggregate amount that would become payable to the Company's executive officers who are not named executive officers under the Gross-Up Agreements is approximately $3.5 million, and the aggregate of such amount for all employees is approximately $7.1 million.

If and to the extent it would reasonably be expected to reduce or eliminate excise taxes that may be imposed under Section 4999 of the Code on account of parachute payments under Section 280G of the Code, the Company, in consultation with Parent, may (A) elect to accelerate into 2021 the vesting or payment of compensation and benefits, including equity awards, that otherwise would have vested or become payable prior to April 1, 2022, assuming continued employment of the applicable employee, and (B) allocate amounts to restrictive covenants as appropriate as reasonable compensation for services rendered by an employee after the consummation of the merger. As of the date of this proxy statement filing, the Company has not decided whether to accelerate any such payments.

From and after the Effective Time of the merger, Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time of the merger a director, manager or officer of the Company or any of its subsidiaries (an “indemnified party”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the indemnified party is or was an officer, director, manager, employee or agent of the Company or any of its subsidiaries or, while a director, manager or officer of the Company or any of its subsidiaries, is or was serving at the request of the Company or one of its subsidiaries as an officer, director, manager, employee or agent of another person, in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time of the merger, whether asserted or claimed prior to, at or after the Effective Time of the merger, in each case to the fullest extent that the Company would have been permitted to do so under applicable law. Each indemnified party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation (without duplication) within ten business days of receipt by Parent or the Surviving Corporation from the indemnified party of a request for indemnification; provided that any indemnified party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking, to the extent required by the MBCA or other applicable law, to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such indemnified party is not entitled to indemnification under applicable law.

For six years following the Effective Time of the merger, Parent and the Surviving Corporation have agreed to maintain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time of the merger as contained in the articles of organization and bylaws of the Company in effect on the date of the Merger Agreement. In addition, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any indemnified party as provided in the organizational documents of the Company and its subsidiaries or any indemnification agreement between such indemnified party and the Company or any of its subsidiaries, in each case, as in effect on November 1, 2021, shall survive the merger.

Parent has also agreed to either:

Notwithstanding the foregoing, the Company may, prior to the Effective Time of the merger, elect to purchase its own “tail” policy as long as such “tail” policy does not cost more than the Maximum Premium.

For a more detailed description of these provisions of the Merger Agreement, please see the section of this proxy statement entitled “Summary of the Merger Agreement—Indemnification and Directors’ and Officers’ Insurance” on page 69.

As of the Record Date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [—] shares of Company capital stock, representing [—]% of the outstanding shares of Company capital stock on the Record Date. Each of the directors and executive officers has informed the Company that they currently intend to vote all of their shares of Company capital stock “FOR” the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

In accordance with Item 402(t) of Regulation S-K, the tables below (and the accompanying footnotes) present the estimated amounts of compensation that each of the Company’s named executive officers could receive that are based on or otherwise relate to the merger. Except where otherwise indicated, (i) this compensation relates to prior contracted agreements and other arrangements, and (ii) no part of this compensation, other than payments under the Gross-Up Agreements, was conferred as a part of the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to the Company’s named executive officers. This merger-related compensation is subject to a nonbinding advisory vote of the Company shareholders, as set forth in Proposal Two to this proxy statement. For additional information, see the section entitled “Nonbinding Advisory Proposal Regarding “Golden Parachute” Compensation (Proposal Two)” beginning on page 55.

The amounts set forth below for the named executive officers are estimates of the amounts that would be payable to the Company’s named executive officers using the assumptions described in the section entitled “The Merger—Certain Assumptions” beginning on page 42.

The amounts shown in the table are estimates only, are based on assumptions and information available to date. The actual amounts that may be paid upon an individual’s termination of employment can only be determined at the actual time of such termination.

Except as otherwise agreed to in the Merger Agreement, as of the date of this proxy statement, none of the Company’s executive officers have entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent, the Surviving Corporation or one or more of their affiliates. Prior to, or following the closing of the Merger, however, some or all of the Company’s executive officers may discuss or enter into agreements with Parent regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates (including the Surviving Corporation).

The merger will be accounted for by Parent as a “purchase transaction” for financial accounting purposes.

The following is a discussion of the material U.S. federal income tax consequences of the merger to holders whose Company capital stock is converted into the right to receive cash in the merger. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder and administrative guidance and judicial interpretations thereof, each as in effect as of the date of the merger, and all of which are subject to change, possibly with retroactive effect. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (the “IRS”), or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed herein or that a court will not sustain any challenge by the IRS in the event of litigation.

This section addresses only U.S. federal income tax and does not discuss any state, local or foreign tax consequences of the merger. In addition, this summary does not discuss currently proposed tax legislation that may affect the U.S. federal income tax consequences of the merger to certain holders if such proposal were enacted in their current form.

This discussion applies to a holder only if the holder holds its shares of Company capital stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). It does not address all aspects of U.S. federal income taxation that may be relevant to a holder of shares in light of its particular circumstances, or that may apply to a holder subject to special treatment under U.S. federal income tax laws, including, but not limited to, a holder that is a regulated investment company, real estate investment trust, cooperative, bank or certain other financial institution, insurance company, tax-exempt organization (including a private foundation), governmental organization, retirement or pension plan, dealer in securities or foreign currency, trader that uses the mark-to-market method of accounting with respect to its securities, expatriate or former long-term resident of the United States; a holder that is subject to the alternative minimum tax; a holder that is, or holds shares through, a partnership, S corporation or other pass-through entity for U.S. federal income tax purposes, holds shares as part of a straddle, hedging, constructive sale, conversion or other integrated transaction, holds or has held, directly, indirectly or constructively by attribution, more than 5 percent of the shares, holds shares as qualified small business stock for purposes of Sections 1045 or 1202 of the Code, exercises appraisal rights in the merger, or received the shares as compensation, pursuant to the exercise of employee stock options, stock purchase rights or stock appreciation rights, or as restricted stock, or is a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar. In addition, this discussion does not address any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company capital stock, the tax treatment of its partners or members generally will depend upon the status of the partner or member and the activities of the entity or arrangement. Accordingly, such entities or arrangement, and partners or members in such entities or arrangements, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the merger.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Company capital stock that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United States; (ii) a domestic corporation (or any other entity treated as domestic corporation for U.S. federal income tax purposes); (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust, if (A) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have authority to control all of the trust’s substantial decisions or (B) the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

The exchange of Company capital stock for the Merger Consideration pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes.

In general, a U.S. Holder who receives cash in exchange for Company capital stock pursuant to the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in the shares of Company capital stock exchanged for cash pursuant to the merger. If a U.S. Holder acquired shares of Company capital stock by purchasing them, the U.S. Holder’s adjusted tax basis in its shares of Company capital stock will generally equal the amount the U.S. Holder paid for the relevant shares of Company capital stock. Gain or loss will be determined separately for each block of shares of Company capital stock (that is, shares acquired at the same cost in a single transaction) exchanged for cash pursuant to the merger. Such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for such block of shares of Company capital stock exceeds one year at the time of consummation of the merger, as the case may be. Long-term capital gains of certain non-corporate U.S. Holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

Non-corporate U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a Medicare tax at a rate of 3.8 percent rate on all or a portion of their net investment income, which may include net gain realized on the exchange of Company capital stock for cash pursuant to the merger. A U.S. Holder that is an individual, estate or trust should consult his, her or its tax advisors regarding the applicability of this Medicare tax to any gain realized on the exchange of Company capital stock for cash pursuant to the merger.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of Company capital stock that for U.S. federal income tax purposes, is (1) a nonresident alien individual; (2) a foreign corporation; (3) an estate the income of which is not subject to U.S. federal income taxation regardless of its source; or (4) a trust that does not have in effect a valid election to be treated as a U.S. person for U.S. federal income tax purposes and either (a) no U.S. court is able to exercise primary supervision over the trust’s administration or (b) no U.S. person has the authority to control all substantial decisions of that trust.

Subject to the discussion of the potential application of Section 304 below, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized upon the exchange of Company capital stock for cash pursuant to the merger unless (i) the gain is “effectively connected” with the conduct of a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained in the United States) or (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 or more days in the taxable year of the merger, as applicable, and meets certain other conditions. A Non-U.S. Holder described in clause (i) generally will be subject to U.S. federal income tax on a net income basis with respect to such gain in the same manner as if such holder were a resident of the United States and, if the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, may, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30 percent (or at a lower rate under an applicable income tax treaty) on its “effectively connected” gains. Non-U.S. Holders described in clause (ii) generally will be subject

to U.S. federal income tax at a 30 percent rate (or at a lower rate under an applicable income tax treaty) on the gain derived from the sale, which gain may be offset by U.S.-source capital losses for the year.

Notwithstanding the discussion above, if one or more persons in the aggregate control both Company and Parent before the merger, then Section 304 of the Code may apply to treat a holder that owns (actually or constructively) Parent stock as deriving dividend income if one of the tests under Section 302 of the Code applies to such holder. “Control” for this purpose generally means actual and constructive ownership of more than 50 percent of the outstanding stock, by vote or by value, aggregating shares of stock held by all holders of both shares and shares of stock of Parent, regardless of whether such holders are otherwise related.

Because Company and Parent do not have sufficient information to definitely determine that Section 304 of the Code will not apply to the merger and, if it applies, the U.S. federal income tax consequences will depend on each holder’s particular circumstances, holders of shares that are also holders of shares of stock of Parent are urged to consult their tax advisors regarding the application of Section 304 and Section 302 of the Code to them. Additionally, withholding agents may not be able to determine whether (or to what extent) a Non-U.S. Holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any cash received in the merger by a Non-U.S. Holder unless (i) the withholding agent has established special procedures allowing Non-U.S. Holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. Holders are able to certify that they meet the requirements of such exemption (e.g., because such Non-U.S. Holders are not treated as receiving dividends under the tests under Section 302, described above). However, there can be no assurance that any withholding agent will establish such special certification procedures. If a withholding agent withholds excess amounts from the cash consideration payable to a Non-U.S. Holder, such Non-U.S. Holder may obtain a refund of any such excess amounts by timely filing an appropriate claim with the IRS.

Payments made in exchange for Company capital stock pursuant to the merger may be subject to information reporting and backup withholding. To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption from backup withholding should complete and return to the applicable withholding agent a properly completed and executed IRS Form W-9, certifying that such U.S. Holder is a U.S. person, that the taxpayer identification number provided is correct, and that such U.S. Holder is not subject to backup withholding. Non-U.S. Holders generally will be exempt from backup withholding and information reporting requirements with respect to payments made in exchange for Company capital stock pursuant to the merger if such Non-U.S. Holder furnishes to the applicable withholding agent (i) a valid IRS Form W-8BEN or Form W-8BEN-E on which such Non-U.S. Holder certifies, under penalties of perjury, that it is not a U.S. person or (ii) such other documentation upon which the withholding agent may rely to treat the payments as made to a non-U.S. person in accordance with Treasury Regulations.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, if such holder timely furnishes the required information to the IRS.

In the event that the Parent exercises the option to implement the Alternative Acquisition Structure, the tax treatment for holders of Company capital stock who tender their shares of Company capital stock for cash payment equal to the Merger Consideration in connection with the Alternative Acquisition Structure would be the same as receiving the Merger Consideration upon consummation of the merger.

The merger is subject to the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Consummation of the merger is also conditioned on approvals being obtained or applicable waiting periods having expired or been terminated pursuant to the antitrust laws of certain jurisdictions including Austria, China, Germany, Hungary, North Macedonia and South Korea, and the investment screening laws of Germany and the United Kingdom. Under the terms of the Merger Agreement, the merger cannot

be consummated if any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any order, executive order, temporary restraining order, stay, decree, judgment or injunction (preliminary or permanent) or statute, rule or regulation which has the effect of making the merger illegal or otherwise prohibiting consummation of the merger.

Lawsuits may be filed against the Company, the Board or the Company’s officers in connection with the merger, which could prevent or delay completion of the merger. As of the date of the preliminary version of this proxy statement, no such lawsuits have been filed.

This proxy statement is being furnished to you as a shareholder of the Company as part of the solicitation of proxies by the Company Board for use at the special meeting to consider and vote upon a proposal to approve the Merger Agreement, which is attached as Annex A to this proxy statement.

The Board, after due and careful discussion and consideration, unanimously determined that it is in the best interests of the Company and the Company’s shareholders, and declared it advisable, for the Company to enter into the Merger Agreement, adopted the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the transactions contemplated by the Merger Agreement, including the merger, and resolved to recommend approval of the Merger Agreement by the shareholders of the Company.

The Board accordingly unanimously recommends that Company shareholders approve the Merger Agreement, as disclosed in this proxy statement and particularly the related narrative disclosures in the sections of this proxy statement entitled “The Merger” beginning on page 24 and “Summary of the Merger Agreement” beginning on page 57 and as attached as Annex A to this proxy statement.

The merger contemplated by the Merger Agreement cannot be completed without the affirmative vote of 66 2/3% of the outstanding shares of Company capital stock entitled to vote thereon. A failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

The vote on this proposal to approve the Merger Agreement is a vote separate and apart from the vote on the nonbinding advisory proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement. Accordingly, you may vote “FOR” either or both of the nonbinding advisory proposal regarding “golden parachute” compensation and the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement and vote “AGAINST” or “ABSTAIN” for this proposal to approve the Merger Agreement.

The approval of this proposal to approve the Merger Agreement requires the affirmative vote of holders of 66 2/3% of the outstanding shares of Company capital stock as of the Record Date.

The Board unanimously recommends that you vote “FOR” approval of the proposal to approve the Merger Agreement.

Pursuant to Section 14A of the Exchange Act, we are providing shareholders with the opportunity to cast a nonbinding advisory vote with respect to certain payments that may be made to our named executive officers in connection with the merger, or “golden parachute” compensation, as reported on the Golden Parachute Compensation table on page 48.

Accordingly we are seeking approval of the following resolution at the special meeting:

“RESOLVED, that the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, as disclosed in the table in the section of the proxy statement entitled ‘The Merger—Interests of Certain Persons in the Merger—Golden Parachute Compensation’ including the associated narrative discussion, is hereby approved.”

Because your vote is advisory, it will not be binding upon the Company, the Board, the Board’s Compensation and Organization Committee, Parent or any affiliate of Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger Agreement is approved by the shareholders and the merger is completed, the “golden parachute” compensation will still be paid to our named executive officers to the extent payable in accordance with the terms of such compensation.

The approval of this proposal requires the affirmative vote of a greater number of the votes cast in favor of this proposal than votes cast against this proposal by the holders of the shares present or represented at the special meeting and voting on such proposal.

The Board unanimously recommends that you vote “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation.

We will ask our shareholders to vote only on this Proposal Three and not on the proposal to approve the Merger Agreement or the nonbinding advisory proposal regarding “golden parachute” compensation, if the Board determines to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

In this proposal, we are asking our shareholders to approve a proposal to authorize the Board, in its discretion, to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement. If our shareholders approve the adjournment of the special meeting, we could adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders that have previously returned properly executed proxies voting against approval of the Merger Agreement.

The vote on this proposal is a vote separate and apart from the vote on the proposal to approve the Merger Agreement and the nonbinding advisory proposal regarding “golden parachute” compensation. Accordingly, you may vote “FOR” either or both of the proposal to approve the Merger Agreement and the nonbinding advisory proposal regarding “golden parachute” compensation and vote “AGAINST” or “ABSTAIN” for the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement (and vice versa).

The approval of this proposal requires the affirmative vote of a greater number of the votes cast in favor of this proposal than votes cast against this proposal by the holders of the shares present or represented at the special meeting and voting on such proposal.

The Board unanimously recommends that you vote “FOR” approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

The following is a summary of the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The Merger Agreement is the legal document that governs the merger, and we encourage you to read the Merger Agreement carefully and in its entirety.

This summary and the Merger Agreement attached hereto as Annex A are solely to provide you with information regarding the terms of the Merger Agreement. They are not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. Factual disclosures about the Company contained in this proxy statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by the Company, Parent and Merger Sub are qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise and allocating risk between the parties to the Merger Agreement, rather than establishing as facts the matters described therein. Moreover, information concerning the subject matter of the representations and warranties, which purport only to be accurate as of the date of such representations and warranties, may have changed since the date of the Merger Agreement, and such subsequent developments or new information may not be included in this proxy statement.

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub, a wholly owned subsidiary of Parent, will merge with and into the Company in accordance with the MBCA and the Delaware General Corporation Law (“DGCL”), with the Company continuing as the Surviving Corporation of the merger. As a result of the merger, the separate corporate existence of Merger Sub will cease, and the Surviving Corporation will become a wholly owned subsidiary of Parent. The merger will have such other effects as provided in the MBCA and DGCL. The Restated Articles of Organization of the Company, as in effect immediately prior to the Effective Time, will be the articles of organization of the Surviving Corporation. The bylaws of the Company will also be amended and restated in their entirety so that, immediately following the Effective Time, the bylaws of the Surviving Corporation will be the bylaws attached to the Merger Agreement as Exhibit A. The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation.

The merger is subject to approval by the holders of 66 2/3% of the outstanding shares of Company capital stock. The Merger Agreement requires the Company to call the Company Shareholders Meeting, a special meeting of shareholders for the purpose of obtaining the Requisite Company Vote.

The closing of the merger will occur on the third business day following the satisfaction or, to the extent permissible, waiver of each of the closing conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permissible, waiver of such conditions). The merger will become effective upon the filing of Articles of Merger with the Secretary of the Commonwealth of Massachusetts and the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company will agree in writing and will specify in the Articles of Merger and the Certificate of Merger. We refer to such time as the merger becomes effective as the “Effective Time”. We intend to complete the merger as promptly as practicable, subject to receipt of the Requisite Company Vote and satisfaction of the other closing conditions set forth in the Merger Agreement.

At the Effective Time, each share of Company capital stock issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive $277.00 per share in cash, without interest and subject to deduction for any required tax withholding (the “Merger Consideration”). We refer to such shares (other than Excluded Shares as defined below) as “Eligible Shares”.

At the Effective Time, any shares owned by the Company, Parent or Merger Sub will be canceled and will cease to exist. At the Effective Time, all shares of Company capital stock owned by any direct or indirect subsidiary of Parent or the Company will be converted into such number of fully paid and non-assessable shares of capital stock, par value $1.00 per share, of the Surviving Corporation, such that each such direct or indirect subsidiary of Parent or the Company that owned Company capital stock in the Company immediately prior to the Effective Time will own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time, and no other consideration will be delivered or be deliverable in exchange for such subsidiary shares and any such shares of capital stock of the Surviving Corporation will remain outstanding. Shares of Company capital stock that are issued and outstanding immediately prior to the Effective Time and which are held by holders who have not voted such shares in favor of the Merger Agreement, who are entitled to appraisal rights, and who have properly exercised such rights in accordance with Part 13 of the MBCA, will not be converted into the right to receive the Merger Consideration. We refer to the shares described in this paragraph, collectively, as the “Excluded Shares”.

If prior to the Effective Time the issued and outstanding shares of Company capital stock will have been changed into a different number of shares or securities or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, then the Merger Consideration will be equitably adjusted to provide the holders of shares of Company capital stock the same economic effect as contemplated by the Merger Agreement prior to such event.

Prior to the closing date of the merger, Parent will select (with the Company’s prior approval) an exchange agent to facilitate the payments of the amounts due as Merger Consideration (the “Exchange Agent”). As promptly as reasonably practicable following the Effective Time and on the closing date of the merger, Parent will deposit or cause to be deposited with the Exchange Agent by wire transfer of immediately available funds an aggregate amount of cash in U.S. dollars sufficient to deliver the Merger Consideration in respect of the Eligible Shares.

Within three business days after the Effective Time, Parent will cause the Exchange Agent to mail to each holder of record a certificate formerly representing any of the Eligible Shares (a “Certificate”), a notice advising such holder of the effectiveness of the merger, a Letter of Transmittal in customary form specifying that delivery will be effected, and risk of loss and title to a Certificate will pass, only upon delivery of the Certificate, or affidavit of loss in lieu of a Certificate, to the Exchange Agent and instructions for surrendering a Certificate to the Exchange Agent. As promptly as practicable upon surrender to the Exchange Agent of a Certificate together with a duly executed and completed Letter of Transmittal and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificate or Certificates will be entitled to receive in exchange therefor a cash amount in immediately available funds, after giving effect to any required tax withholding, that such holder has the right to receive. Any Certificate duly surrendered in accordance with such terms will be canceled by the Exchange Agent.

Within three business days after the Effective Time, Parent will cause the Exchange Agent to mail to each holder of record of book-entry shares not held through The Depositary Trust Company (“Non-DTC Book-Entry Shares”), a notice advising such holder of the effectiveness of the merger, a Letter of Transmittal and instructions for transferring the Non-DTC Book-Entry Shares to the Exchange Agent. As promptly as reasonably practicable upon surrender to the Exchange Agent of Non-DTC Book-Entry Shares by book-receipt of an “agent’s message” by the Exchange Agent in accordance with the terms of the Letter of Transmittal and accompanying instructions, Parent or Merger Sub will cause the Exchange Agent to pay and deliver, a cash amount in immediately available funds, after giving effect to any required tax withholding, that such holder has the right to receive.

With respect to book-entry shares held through DTC, the Company and Parent will cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Eligible Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration that such holder has the right to receive.

In the event that any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a bond in customary amount and upon such terms as may be required as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration as if such lost, stolen or destroyed Certificate had been surrendered.

You should not send your Certificates, if any, to the Exchange Agent until you have received transmittal materials from the Exchange Agent. You should not surrender your Certificates, if any, without a Letter of Transmittal. Do not return your Certificates, if any, with the enclosed proxy card.

Shares of Company capital stock, other than Excluded Shares, that are issued and outstanding immediately prior to the Effective Time and which are held by holders who have not voted such shares in favor of the Merger Agreement, and who are entitled to appraisal rights and have properly exercised such rights in accordance with Part 13 of the MBCA, will not be converted into the right to receive the Merger Consideration. We refer to such shares as the “Dissenting Shares”. The holders of Dissenting Shares will be entitled to only such rights as are granted by, and will be entitled only to receive such payments for such Dissenting Shares in accordance with, Part 13 of the MBCA. If any such shareholder of the Company will fail to perfect or will effectively waive, withdraw or lose such shareholder’s rights under Part 13 of the MBCA or if a court of competent jurisdiction will otherwise determine that such shareholder is not entitled to the relief provided by Part 13 of the MBCA, such shareholder’s shares of Company capital stock will cease to be Dissenting Shares and will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration (payable without any interest thereon) upon surrender of Certificates or book-entry shares and related documents. At the Effective Time, the Dissenting Shares will be automatically canceled and will cease to exist and any holder of Dissenting Shares will cease to have any rights except the rights provided in Part 13 of the MBCA and as provided in the previous sentence.

The Company will give Parent prompt written notice of any notice received by the Company of an intent to demand appraisal or the fair value of any shares of Company capital stock, withdrawals of such notices or demands and any other instruments or notices served pursuant to the MBCA. The Company will also give Parent the opportunity to participate in all negotiations and proceedings with respect to such notices and demands and the exercise of appraisal rights under the MBCA, if such negotiations and proceedings take place prior to the Effective Time. The Company will not, except with the prior written consent of Parent, make any payment or other commitment with respect to any such exercise of appraisal rights, offer to settle or settle any such rights or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the MBCA.

Each Company deferred stock unit or time vesting restricted stock unit granted under the Company's 2019 Long-Term Equity Compensation Plan (each, an “RSU”), excluding Post-Signing Company RSUs as defined below, that is outstanding as of immediately prior to the Effective Time (a “Company RSU”) will become fully vested and will automatically be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares of Company capital stock subject to such Company RSU immediately prior to the Effective Time, less applicable required withholdings.

Each Company RSU that is granted on or after the date of the Merger Agreement, excluding any such Company RSU granted to a non-employee director (a “Post-Signing Company RSU”), that is outstanding as of immediately prior to the Effective Time, will be assumed by Parent and converted automatically into a restricted stock unit in respect of shares of Parent common stock with the same terms and conditions as are in effect with respect to such Post-Signing Company RSU immediately prior to the Effective Time (a “Parent RSU”), except that such Parent RSU will relate to a number of shares of Parent common stock that is determined based on the ratio of the Merger Consideration to the average closing price per share of Parent common stock for the period of ten consecutive trading days preceding the last trading day prior to the closing date of the merger.

Each Company restricted stock unit subject to performance-based vesting criteria that is outstanding as of immediately prior to the Effective Time (a “Company PSU”) will become fully vested and will automatically be canceled and be converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of Shares subject to such Company PSU immediately prior to the Effective Time based on 120% of the target level of performance achievement, less applicable required withholdings.

Any offering period in which the Effective Time would otherwise occur under an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986 that is sponsored by the Company, will end as of a date selected by the Company before the Effective Time and each outstanding right to purchase shares of Company capital stock granted under such plan will be automatically exercised as of such date. The Company has agreed that it will not commence a new offering period under such employee stock purchase plan on or after the date of the Merger Agreement.

In the Merger Agreement, the Company made representations and warranties to Parent and Merger Sub, including those relating to:

In the Merger Agreement, Parent and Merger Sub made representations and warranties to the Company, including those relating to:

Many of the representations and warranties made by the Company in the Merger Agreement and certain conditions to the performance by Parent and Merger Sub of their obligations under the Merger Agreement are qualified by reference to a “Material Adverse Effect”.

A “Material Adverse Effect” is defined to mean any effect, event, development, change, state of facts, condition, circumstance or occurrence that, individually or in the aggregate with all other effects has had or would be reasonably expected to have a material adverse effect on the business, financial condition, properties, assets, business operations or results of operations of the Company and its subsidiaries, taken as a whole, or that would or would reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the merger. In the case of a Material Adverse Effect’s impact on the Company’s business, financial condition, properties, assets, or operations, there are significant exceptions for certain categories of effects that will not constitute a Material Adverse Effect. These include, among other items, effects resulting from general industry, economic or legal developments, the Company’s failure to meet any internal or published projections, the consequences of executing and announcing the Merger Agreement, pandemics or epidemics (including COVID-19) or the general worsening thereof, and actions taken with Parent’s prior written consent. However, certain of these effects may constitute a Material Adverse Effect insofar as they have a disproportionate Material Adverse Effect on the Company or its subsidiaries relative to others in the industries in which the Company and its subsidiaries operate or would, or would reasonably be expected to, prevent, materially delay or materially impair the ability of the Company to consummate the merger.

Except as expressly contemplated by the Merger Agreement, as required by applicable law, for certain measures taken in response to the COVID-19 pandemic, for certain exceptions set forth in the Company Disclosure Letter (as defined in the Merger Agreement), or with Parent’s prior written approval (such approval not to be unreasonably withheld, conditioned or delayed), during the period beginning on the date of the Merger Agreement and ending at the Effective Time, the Company has agreed to operate business of the Company and its subsidiaries in the ordinary course and, to the extent consistent with such obligation, to use commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with governmental entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors and other business associates having material business relationships with the Company and keep available the services of the Company’s and its subsidiaries’ officers and key employees.

Furthermore, except as otherwise expressly contemplated by the Merger Agreement, as required by applicable law, for certain measures taken in response to the COVID-19 pandemic, for certain exceptions set forth in the Company Disclosure Letter or with Parent’s prior written approval (such approval not to be unreasonably withheld, conditioned or delayed), until the Effective Time of the merger the Company will not, and will not permit any of its subsidiaries to, do any of the following:

The Company, its subsidiaries and their respective directors, officers, and employees may not, and the Company must use reasonable best efforts to cause its other representatives not to, take certain actions in connection with the solicitation of an alternative Acquisition Proposal. An “Acquisition Proposal” means any proposal, offer or indication of interest relating to a (i) merger, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination or similar transaction involving the Company or any of its subsidiaries and involving, directly or indirectly, 20% or more of the consolidated net revenues, net income or total assets of the Company or (ii) any acquisition of any class of equity securities of the Company or assets of the Company and its subsidiaries, in each case, by any person or group (as defined under Section 13 of the Exchange Act) that if consummated would result in such person or group becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 20% or more of the total voting power or of any class of equity securities of the Company, or 20% or more of the consolidated net revenues, net income or total assets of the Company. This definition does not include the merger, or any other proposal, offer, or indication of interest made by Parent or its affiliates and does not include any proposal or offer to the extent related to any purchase of assets required to be divested in order to obtain governmental approval of the merger.

In particular, the Company is restricted from taking any of the following actions:

Notwithstanding the restrictions described above, prior to obtaining the Requisite Company Vote, if the Company receives a bona fide written Acquisition Proposal that did not arise from a breach of the restrictions described above and the Board determines in good faith after consultation with its outside legal counsel and financial advisor that, based on the information then available, such Acquisition Proposal either constitutes a Superior Proposal, as defined below, or could reasonably be expected to result in a Superior Proposal, then the Company may:

A “Superior Proposal” means a bona fide written Acquisition Proposal (except that the references in the definition of Acquisition Proposal to “20% or more” will be deemed to be references to “50% or more”) made after the date of the Merger Agreement that the Board has determined in good faith, after consultation with its outside legal counsel and its financial advisor, (i) would result in a transaction more favorable from a financial point of view to the Company’s shareholders than the merger and (ii) is reasonably likely to be consummated on the terms proposed. Both (i) and (ii) take into account all factors the Board deems relevant, including any legal, financial, regulatory, and shareholder approval requirements, the existence of a financing contingency, the timing of closing and any revisions to the terms of the Merger Agreement proposed by Parent pursuant to Parent’s rights to propose such revisions, as further discussed above.

The Company must promptly, and in any event, within twenty-four hours give notice to Parent if the Company or any of its Representatives receives any Acquisition Proposal and thereafter must keep Parent reasonably informed of the status and material terms of such Acquisition Proposal, and discussions or negotiations concerning the material terms thereof and as promptly as practicable, and in any event, within twenty-four hours following the receipt or delivery thereof, provide Parent with unredacted copies of any written proposal, proposed transaction agreement or other written material that describes the terms and conditions of any Acquisition Proposal.

The Company may not enter into an agreement with another party in respect of an alternative Acquisition Proposal or make a Change of Recommendation except in compliance with the specific requirements of the Merger Agreement, as described below. A “Change of Recommendation” includes any of the following actions by the Board:

Notwithstanding the restrictions described above, prior to obtaining the Requisite Company Vote, if the Company receives a bona fide written Acquisition Proposal that did not arise from a material breach of the “No Solicitation” obligations described above, and the Board determines in good faith, after consultation with its outside legal counsel and its financial advisor that such Acquisition Proposal constitutes a Superior Proposal, then the Company may effect a Change of Recommendation or terminate the Merger Agreement in order to enter into a definitive written agreement with respect to such Superior Proposal. Provided, however, that before taking any action set out in the immediately preceding sentence, the Company must give Parent written notice of such action (and the basis therefor) four business days in advance, the Company must negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to revise the Merger Agreement such that such Acquisition Proposal would cease to be a Superior Proposal and, at the end of four business days from the date of notice to Parent, the Board must determine, after consultation with its outside legal counsel and financial advisor, taking into account any changes to the terms of the Merger Agreement proposed in writing by Parent, that such Acquisition Proposal continues to constitute a Superior Proposal. Simultaneously with such termination by Parent as a result of a Change of Recommendation or by the Company in order to enter into a definitive written agreement, the Company will be obligated to pay the Company Termination Fee, as defined below.

Furthermore, prior to obtaining the Requisite Company Vote, the Board may also effect a Change of Recommendation if an Intervening Event, as defined below, has occurred and the Board determines in good faith, after consultation with its outside legal counsel and its financial advisor, that failure to effect a Change of Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law. However, prior to recommending such Acquisition Proposal, the Board must provide written notice of such action and the basis therefor four business days in advance (such notice to include a reasonably detailed description of the Intervening Event), the Company must negotiate in good faith with Parent (to the extent Parent wishes to negotiate) to revise the Merger Agreement, and the Board must determine in good faith after consultation with its outside legal counsel and its financial advisor, taking into account any changes to the terms of the Merger Agreement proposed in writing by Parent, that such Intervening Event remains in effect and the failure to effect a Change of Recommendation in response to such Intervening Event would be inconsistent with the directors’ fiduciary duties under applicable law.

“Intervening Event” means any effect occurring or arising after the date of the Merger Agreement that is material to the Company and its subsidiaries, taken as a whole, that was not known to, or reasonably foreseeable by, the Board as of or prior to the execution of the Merger Agreement (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable by the Board), which effect, or any material consequence thereof, becomes known to, or reasonably foreseeable by, the Board prior to the time the Requisite Company Vote is obtained. However, this definition does not include (i) any Acquisition Proposal, (ii) any changes in the market price or trading volume of the Company, (iii) the Company meeting, or failing to meet or exceeding published or unpublished revenue or earnings projections in each case, in and of itself, (iv) any changes or conditions generally affecting the industries in which the Company and its subsidiaries operate in, except to the extent such effect has a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to others in such industries in respect of the business conducted in such industries or (v) general economic conditions or securities, credit, financial or other capital markets conditions, in each case in the United States or any foreign jurisdiction in which the Company or any of its subsidiaries operate, except to the extent such effect has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to others in the industries in which the Company and any of its subsidiaries operate in respect of the business conducted in such industries. In the case of clauses (ii) and (iii), the underlying causes of the foregoing may be taken into account in determining whether an Intervening Event has occurred to the extent not otherwise excluded from this definition.

The Company will take, in accordance with applicable law and its organizational documents, all action necessary to convene the Company Shareholders Meeting as promptly as practicable to consider and vote upon the approval of the Merger Agreement and to cause such vote to be taken, and will not postpone or adjourn such meeting except (i) to the extent required by law (after consultation with outside legal counsel) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable law or (ii) if, as of the time for which the Company Shareholders Meeting was originally scheduled, there are insufficient shares of Company capital stock represented either in attendance or by proxy and voting to approve the Merger Agreement or to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting.

The Company will, subject to the right of the Board to effect a Change of Recommendation in accordance with the terms of the Merger Agreement, include the Company Recommendation in this proxy statement and use reasonable best efforts to solicit from the shareholders of the Company proxies in favor of the proposal to approve the Merger Agreement and to secure the Requisite Company Vote. The Company will, at the instruction of Parent, postpone or adjourn the Company Shareholders Meeting if there are not sufficient affirmative votes in attendance or by proxy at such meeting to approve the Merger Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Requisite Company Vote.

The Company will establish a record date for the Company Shareholders Meeting in reasonable consultation with Parent and subject to compliance with the MBCA and Exchange Act. In no event will the record date be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), except in the event that any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable law and the Company Shareholders Meeting is postponed or the Company postpones the Company Shareholders Meeting at the instruction of Parent, and in either case, as a result, the initial record date fixed by the Board is more than seventy days before the date of the subsequent meeting.

The Company agrees to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and to give written notice to Parent one business day prior to the Company Shareholders Meeting and on the day of, but prior to the Company Shareholders Meeting, indicating whether as of such date sufficient proxies representing the Requisite Company Vote have been obtained. The only matters to be voted upon at the Company Shareholders Meeting will be the Requisite Company Vote and routine proposals required in connection with such vote.

On the terms and subject to the conditions set forth in the Merger Agreement, the Company and Parent are required to cooperate with each other and use (and will cause their respective subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under the Merger Agreement and applicable law to cause the conditions to closing to be satisfied as promptly as reasonably practicable and advisable (and in any event no later than the Outside Date, as defined below) and to consummate and make effective the merger and the other transactions contemplated by the Merger Agreement as soon as reasonably practicable, including preparing and filing as promptly as reasonably practicable and advisable all documentation to effect all necessary notices, reports and other filings, and to obtain as promptly as reasonably practicable (and in any event no later than the Outside Date) all consents necessary or advisable to be obtained from any third party or any governmental entity in order to consummate the merger and the other transactions contemplated by the Merger Agreement.

Both Company and Parent have agreed to use reasonable best efforts to take all reasonably necessary, proper, or advisable steps to avoid the entry of, or resist, modify, prevent, eliminate or remove any actual, threatened, temporary, permanent, or preliminary governmental order (including any injunction or judgment) that would delay, restrain, prevent, or otherwise prohibit the merger. Company and Parent have agreed, in furtherance of the foregoing covenant, to defend through litigation any such order, to divesting, disposing, or holding separate certain business, product lines, or assets, or to abide by other restrictions or actions following the closing that would limit the use of such businesses, product lines, or assets. However, these obligations do not require Parent to take any action that would reasonably be expected to have a material adverse effect on the business, operations, financial condition, or results of either of (i) the Company and its subsidiaries, taken as a whole, or (ii) Parent and its subsidiaries (other than the Company), taken as a whole, and treating for such purpose the effect of such action as if it affected a company the size of the Company, in each case after the Effective Time (a “Burdensome Effect”).

Parent has obtained delayed draw term loan commitments in an aggregate principal amount of $5.2 billion to finance the merger and related transactions on the terms set forth in that certain Term Credit Agreement, dated as of November 22, 2021 (the “Credit Agreement”), among Parent, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent. Parent is prohibited, without the prior written consent of the Company (which consent will not be unreasonably withheld, conditioned or delayed), from permitting certain amendments or modifications to, or granting waivers of certain provisions under, the Credit Agreement. If any portion of such

financing becomes unavailable and Parent lacks cash on hand or other sources of available funds, Parent must notify Company and use reasonable best efforts to arrange to obtain alternative financing, which must be no less favorable in any material respect than the Credit Agreement.

The Merger Agreement requires the Company to use its reasonable best efforts to provide reasonable and customary cooperation in connection with Parent’s financing arrangements, subject to certain customary limitations, including that no such cooperation would or would reasonably be expected to unreasonably disrupt or interfere with the business or ongoing operations of the Company. Parent has agreed to reimburse the Company and its subsidiaries for all reasonable documented out-of-pocket costs and expenses incurred in connection with Company’s cooperation with Parent’s financing arrangements, and to indemnify the Company, its subsidiaries, and their respective representatives from and against any and all liabilities, losses, damages, or other claims or costs suffered in connection with such cooperation.

Obtaining such debt financing is not a condition to closing the merger.

No later than two business days prior to the closing date of the merger, the Company has agreed to use its reasonable best efforts to obtain a customary payoff letter, effective upon closing of the merger, from lenders under its existing credit facility.

Subject to applicable law and certain customary exceptions and conditions, the Company and Parent each must, upon request by the other, use reasonable best efforts to furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with this proxy statement or any statement, filing, notice or application made by or on behalf of the Company, Parent or any of their respective subsidiaries to any third party or any governmental entity in connection with the merger and other transactions contemplated by the Merger Agreement.

The Company must, upon giving of reasonable notice by Parent, use reasonable best efforts to afford Parent’s officers and other authorized representatives reasonable access, solely for the purpose of furthering the transactions, for integration planning purposes, in connection with synergy identification and analysis and investigation and review of the business, operations and activities of the Company and its subsidiaries (provided that such investigation and review will be limited to existing contracts, books and records as of the date of the Merger Agreement and contracts, books and records created after the date of the Merger Agreement in the ordinary course of business), in each case, during normal business hours following reasonable advance notice throughout the period prior to the Effective Time, to its officers, employees, agents, contracts, books and records (including the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters), as well as properties, offices and other facilities; provided that such access does not unreasonably interfere with the Company’s normal operations.

Prior to the closing date of the merger, the Company must cooperate with Parent and use reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of the NYSE to enable the delisting by the Surviving Corporation of the shares of Company capital stock from the NYSE and the deregistration of such shares under the Exchange Act as promptly as practicable after the Effective Time.

Each employee of the Company who continues to remain employed with the Parent or the Surviving Corporation will, during the period commencing at the Effective Time and ending twelve months following Effective Time, be provided with (i) a base salary or base wage that is no less favorable than the base salary or base wage provided to such employee immediately prior to the Effective Time, (ii) target annual cash bonus opportunities and target long-term incentive compensation opportunities that are no less favorable in the aggregate than those provided immediately prior to the Effective Time, and (iii) other compensation and benefits that are substantially comparable in the aggregate to the compensation and benefits (excluding equity) provided to such employee immediately prior to the Effective Time. In addition, severance benefits would be no less favorable than those in effect before the merger.

Parent has agreed to waive any pre-existing condition limitations under employee benefit plans of Parent or the Surviving Corporation for any condition in which any continuing employee would have been entitled to coverage under an existing benefit plan in which such employee participated prior to the Effective Time. Parent has further agreed to credit such continuing employees under such employee benefit plans for any eligible expenses incurred during the portion of the year prior to the Effective Time for purposes of co-payment, co-insurance, deductibles, or out-of-pocket maximums in respect of the plan year in which the closing occurs. For the purposes of eligibility, vesting, continuous service, vacation, paid time off and severance entitlements, Parent will credit continuing employees for their service to the Company as of the Effective Time other than where crediting would result in a duplication of benefits for the same period of service.

Additionally, as soon as practicable after the closing (but no later than the first payroll period after the closing), the Surviving Corporation will pay to each eligible continuing employee any unpaid annual cash bonus for the preceding fiscal year, less any required withholding taxes. The Surviving Corporation also will pay, less any required withholding taxes, the annual cash bonus earned for the fiscal year in which the closing occurs, at the time bonuses are typically paid under the Surviving Corporation’s annual bonus plan, subject to the relevant employee’s continued employment through such date, except that in the event of certain terminations of employment, the Surviving Corporation will pay a prorated cash bonus (calculated using the number of days in the performance period that have elapsed as of the termination, divided by 365) based on the greater of actual or target performance immediately before the termination.

Parent and the Surviving Corporation will indemnify all past and present directors and officers of the Company and its subsidiaries, against costs or liabilities related to matters existing as of closing (including the merger itself), to the same extent such persons are indemnified by the Company as of the date of the Merger Agreement under applicable law, the Company’s Restated Articles of Organization and bylaws, and any indemnification agreements of the Company. The Surviving Corporation will advance costs as incurred to all such individuals to the same extent such individuals are entitled to such advancement from the Company as of the date of the Merger Agreement under applicable law, the Company’s Restated Articles of Organization and bylaws, and any indemnification agreements of the Company.

For a period of six years after the Effective Time, Parent will cause to be maintained policies of directors’ and officers’ liability insurance that are at least as favorable to the insured as the Company’s existing policies (but only to the extent the cost, during such period, is no greater in the aggregate than 300% of the current aggregate annual premium paid by the Company for such purpose).

Parent has the right to elect, at any time prior to the Company Shareholders Meeting, to complete the merger as a tender offer for all of the Company’s capital stock, at an offer price equal to the Merger Consideration and with a minimum tender condition equivalent to the Requisite Company Vote, followed by a second-step merger in accordance with the terms of the Merger Agreement. Parent has the right to complete the merger as a tender offer only if such change in structure would not and, would not reasonably be expected to, in each case, in the good faith judgment of Parent, jeopardize or impede the consummation of the merger or the receipt of any required approvals of governmental entities. If Parent exercises such election, Parent and the Company have agreed to use reasonable best efforts to amend the Merger Agreement to provide for such structure. Parent, Merger Sub, and the Company have agreed to certain customary terms for any such tender offer that must be included in such amended merger agreement in the event that Parent exercises its right to elect the alternative acquisition structure.

The parties will not be required to consummate the merger unless and until the following conditions have been satisfied (or, if applicable, waived by each of the parties):

In addition, Parent and Merger Sub will not be required to consummate the merger unless the following conditions have been satisfied in full (or waived by them):

The Company will not be required to consummate the merger unless the following conditions have been satisfied in full (or waived by it):

The Merger Agreement may be terminated by mutual written agreement of Parent and the Company at any prior time prior to the Effective Time.

The Merger Agreement may also be terminated by either Parent or the Company, if the Effective Time will not have occurred on the date that is six months from the date of the Merger Agreement (the “Outside Date”). However, if certain conditions to closing relating to governmental antitrust or foreign direct investment approvals have not been satisfied or waived as of the Outside Date, but all other conditions have been satisfied, then the Outside Date will be extended for an additional three months after the initial Outside Date. Additionally, if such conditions to closing related to such approvals have not been satisfied as of such extended Outside Date, then the Outside Date will be further extended for an additional three months after the first extended Outside Date (for a final Outside Date that is a year from signing). The Merger Agreement may be terminated by either Parent or the Company, if a governmental entity of competent jurisdiction has enacted any law or order that permanently prohibits the consummation of the merger, and such law or order has become final and non-appealable. The Merger Agreement may also be terminated by either Parent or the Company if the Requisite Company Vote will not have been obtained at the Company Shareholders Meeting or the final adjournment or postponement thereof.

The Merger Agreement may be terminated by Parent, prior to the obtainment of the Requisite Company Vote, if the Board will have made a Change of Recommendation or if the Company or its representatives have materially breached their no-solicitation or other obligations under Section 6.2 of the Merger Agreement. The Merger Agreement may also be terminated by Parent, prior to the Effective Time, if the Company has breached any of its representations, warranties, or covenants such that relevant conditions to closing are not satisfied and such breach is not curable prior to the Outside Date (or if curable prior to the Outside Date, has not been cured within the earlier of 30 days after notice by Parent to the Company or three business days before the Outside Date). The Merger Agreement may also be terminated by Parent, prior to the Effective Time, if a governmental entity of competent jurisdiction in the U.S. or certain foreign jurisdictions will have entered an order in connection with a requisite governmental approval that has become final and non-appealable, remains in effect, and requires Parent or any of its subsidiaries (including the Company and its subsidiaries) to take actions that would have a Burdensome Effect.

The Merger Agreement may be terminated by the Company, prior to the Effective Time, if Parent has breached any of its representations, warranties, or covenants such that relevant conditions to closing are not satisfied and such breach is not curable prior to the Outside Date (or if curable prior to the Outside Date, has not been cured within the earlier of 30 days after notice by the Company to Parent or three business days before the Outside Date). The Merger Agreement may also be terminated by the Company, prior to obtaining the Requisite Stockholder Approval, in order to enter into a definitive written agreement with respect to a Superior Proposal. Such Superior Proposal termination would trigger the immediate payment of the Company Termination Fee.

The Merger Agreement provides for, in certain circumstances, a Company Termination Fee payable by the Company to Parent in an amount of $135 million. The Company would be obligated to pay the Company Termination Fee to Parent in the following circumstances:

The Merger Agreement provides for, in certain circumstances, a Regulatory Termination Fee payable by Parent to the Company in an amount of $162.5 million. Parent would be obligated to pay the Regulatory Termination Fee to the Company in the following circumstances:

The Merger Agreement is governed by Delaware law, except to the extent that Massachusetts law is mandatorily applicable to the merger or the fiduciary duties of the Board.

All claims arising under or relating to the Merger Agreement or the merger will be brought in the Delaware Court of Chancery (or in the event that such court does not have subject matter jurisdiction over such action, in the United States District Court for the District of Delaware), and, solely in connection with such claims, the parties irrevocably submit to the exclusive jurisdiction of such court.

The Company’s capital stock is listed for trading on the NYSE under the trading symbol “ROG.” The following table sets forth the high and low sales prices of the Company’s capital stock, as reported by the NYSE, for each quarterly period indicated.

On November 1, 2021, the last full trading day prior to the announcement of the Company’s entry into the Merger Agreement, the closing price per share of the Company’s capital stock on the NYSE was $208.23. As of November 29, 2021, the latest practicable date prior to the date of this proxy statement, the closing price per share of the Company’s capital stock on the NYSE was $271.48. You are encouraged to obtain current market quotations for Company capital stock in connection with voting your shares of Company capital stock.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person, and the percentage ownership of that person, shares of the Company’s capital stock subject to equity awards held by that person that are vested or payable now or within 60 days of November 29, 2021, are deemed outstanding. Unless otherwise indicated below, the address of each beneficial owner listed in the table is c/o Rogers Corporation 2225 W. Chandler Blvd., Chandler, AZ 85224. The percentages in the tables below are based on 18,730,099 shares of the Company’s capital stock outstanding as of November 29, 2021. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The information provided in this table is based on our records and information filed with the SEC, unless otherwise noted.

Under the provisions of Part 13 of the MBCA, a shareholder of a Massachusetts corporation is entitled to appraisal rights, and payment of the fair value of his, her or its shares, in the event of certain corporate actions. Appraisal rights offer shareholders the ability to demand payment in cash of the fair value of their shares in the event they are dissatisfied with the consideration that they are to receive in connection with the corporate action. Under Section 13.02(a)(1) of the MBCA, shareholders of a Massachusetts corporation generally are entitled to appraisal rights in the event of a merger, but such rights are subject to certain exceptions. Under the MBCA, the Company is required to state whether it has concluded that Company shareholders are, are not or may be entitled to assert appraisal rights. The Company has concluded that Company shareholders may be entitled to appraisal rights.

An exception set forth in Section 13.02(a)(1) of the MBCA generally provides that shareholders are not entitled to appraisal rights in a merger in which shareholders already holding marketable securities receive cash and/or marketable securities of the Surviving Corporation in the merger and no director, officer or controlling shareholder has a direct or indirect material financial interest in the transaction, subject to certain exceptions. As of the date of this proxy statement, this provision has not been the subject of judicial interpretation. We reserve the right to contest the validity and availability of any purported demand for appraisal rights in connection with the merger and to assert the applicability of the foregoing exception. We also reserve the right to raise such additional arguments, if any, we may have in opposition to appraisal.

Any shareholder who believes that he, she or it is entitled to appraisal rights and who wishes to preserve those rights should carefully review Part 13 of the MBCA, a copy of which is attached to this proxy statement as Annex C, which sets forth the procedures to be complied with in perfecting any such rights. Failure to strictly comply with the procedures specified in Part 13 of the MBCA would result in the loss of any appraisal rights to which shareholders may be entitled. To the extent any shareholder seeks to assert appraisal rights but is determined by a court not to be entitled to such appraisal rights (or was entitled to exercise such appraisal rights but failed to take all necessary action to perfect them or effectively withdraws or loses them), such shareholder will be entitled to receive the Merger Consideration, without interest.

Under the MBCA, shareholders who perfect their rights to appraisal in accordance with Part 13 of the MBCA and do not thereafter withdraw their demands for appraisal or otherwise lose their appraisal rights, in each case in accordance with the MBCA, will be entitled to demand payment of the “fair value” of their shares of Company capital stock, together with interest, each as determined under Part 13 of the MBCA. The fair value of the shares is the value of the shares immediately before the Effective Time of the merger, excluding any element of value arising from the expectation or accomplishment of the merger, unless exclusion would be inequitable. Shareholders should be aware that the fair value of their shares of Company capital stock as determined by Part 13 of the MBCA could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

Shareholders who wish to exercise appraisal rights or to preserve their right to do so should review the following discussion and Part 13 of the MBCA carefully. Shareholders who fail to timely and properly comply with the procedures specified will lose their appraisal rights. If a broker, bank or other nominee holds your shares of Company capital stock and you wish to assert appraisal rights, you must instruct your nominee to take the steps necessary to enable you to assert appraisal rights. If you or your nominee fails to follow all of the steps required by the MBCA, you will lose any right to demand appraisal of your shares. You should note that a vote in favor of the Merger Agreement will result in the waiver of any right that you would otherwise have to demand payment for your shares under the appraisal rights provisions of the MBCA.

A shareholder who wishes to assert appraisal rights must deliver written notice of such shareholder’s intent to demand payment to the Company’s principal offices at the following address: Rogers Corporation, 2225 W. Chandler Blvd., Chandler, AZ 85224, c/o Office of the Corporate Secretary of the Company. If the Company does not receive a shareholder’s written notice of intent to demand payment prior to the vote at the special meeting of shareholders, or if such shareholder votes, or causes or permits to be voted, his, her or its shares of Company capital stock in favor of approval of the Merger Agreement, such shareholder will not be entitled to any appraisal rights under the provisions of the MBCA and will instead only be entitled to receive the Merger Consideration. The submission of a proxy card voting “against” or “abstaining” on the Merger Agreement proposal will not constitute sufficient notice of a shareholder’s intent to demand appraisal rights to satisfy Part 13 of the MBCA.

Unless a shareholder of record consents in writing to the exercise of appraisal rights by a beneficial owner in accordance with Part 13 of the MBCA, only a holder of record of shares of Company capital stock may exercise appraisal rights. Except as described below, a shareholder may assert appraisal rights only if such shareholder seeks such rights with respect to all of his, her or its shares. A record shareholder may assert appraisal rights as to fewer than all the shares registered in his, her or its name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the Company in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name will be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.

If the merger is completed, Part 13 of the MBCA requires the Company to deliver a written appraisal notice to all shareholders who satisfied the requirements described above. The appraisal notice must be sent by the Company no earlier than the date the merger becomes effective and no later than 10 days after such date. The appraisal notice must include a copy of Part 13 of the MBCA and a certification form that specifies the date of the first announcement to Company shareholders of the principal terms of the merger and requires the shareholder asserting appraisal rights to certify (1) whether or not beneficial ownership of the shares for which appraisal rights are asserted was acquired before the announcement date and (2) that the shareholder did not vote in favor of the Merger Agreement. The appraisal notice also must state:

Once a shareholder deposits his, her or its certificates or, in the case of uncertificated shares, returns the executed certification form, the shareholder loses all rights as a shareholder unless the shareholder withdraws from the appraisal process by notifying the Company in writing by the withdrawal deadline. A shareholder who does not withdraw from the appraisal process in this manner may not later withdraw without the Company’s written consent. A shareholder who does not execute and return the form (and in the case of certificated shares, deposit such shareholder’s share certificates) by the due date will not be entitled to payment under Part 13 of the MBCA.

Part 13 of the MBCA provides for certain differences in the rights of shareholders exercising appraisal rights depending on whether their shares are acquired before or after the announcement of a merger. Except with respect to shares acquired after the announcement date of November 2, 2021, the Company must pay in cash to those shareholders who are entitled to appraisal rights and have complied with the procedural requirements of Part 13 of the MBCA, the amount that the Company estimates to be the fair value of their shares, plus interest. Interest accrues from the Effective Time of the merger until the date of payment, at the average rate currently paid by the Company on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. This payment must be made by the Company within 30 days after the due date of the certification form, and must be accompanied by: