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SIGNIFY HEALTH, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

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Section 5.07 Submission of Matters to a Vote of Securityholders.

On October 31, 2022, Signify Health, Inc. (the “Company”) held a virtual special meeting of its shareholders (the “Special Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement prepared in connection with the merger agreement (as defined below) filed with the US Securities and Exchange Commission (the “SEC”) on September 30, 2022which was sent for the first time to the shareholders of the Company on September 30, 2022.

As soon as the offices close on September 26, 2022on the record date of shareholders entitled to vote at the special meeting, there were a total of 235,752,184 ordinary shares of class A of the company, par value $0.01 per share (“Class A Ordinary Shares”) and Class B Ordinary Shares of the Company, par value $0.01 per share (“Class B Ordinary Shares” and together with the Class A Ordinary Shares, “Company Shares”), outstanding, each of which is entitled to one vote for each proposal at the special meeting. At the special meeting, a total of 204,733,545 shares of the company, representing approximately 86.84% of the total number of shares of the company issued and outstanding and entitled to vote, were present or represented by proxy, constituting a quorum for the conduct of business.

Proposal 1: Proposal to adopt the Agreement and the Merger Plan, dated
September 2, 2022 (this agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and between the Company, CVS Pharmacy, Inc. (“SVC”), and Noah Fusion Sub, Inc.a wholly owned subsidiary of CVS (“Merged Subsidiary”).

Below are the results of the vote on the proposal to approve the adoption of the merger agreement, which was adopted by the shareholders of the Company:

Votes cast for Votes cast against abstentions

 204,032,879           4,824            695,842


Proposal 2: Proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are not enough votes to adopt the Merger Agreement at the time of the Special Assembly.

You will find below the results of the vote on the proposal to adjourn the Special Meeting, which proposal was approved by the shareholders of the Company:

Votes cast for Votes cast against abstentions

201,790,863 2,052,967 889,715

The adjournment of the Special Meeting was not deemed necessary because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement.

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