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Broadcom and VMware Announce Election Deadline

For VMware stockholders to elect merger consideration

Broadcom Inc. and VMware, Inc. announced that the deadline for VMware stockholders of record to elect the form of merger consideration they wish to receive in connection with Broadcom’s acquisition of VMware on October 23, 2023.

VMware stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and should carefully review any materials they received from their bank, broker or other nominee. As previously disclosed, the parties expect to close the transaction on October 30, 2023, subject to the receipt of regulatory approvals and other customary closing conditions.

The election materials necessary for VMware stockholders of record to make an election as to the form of merger consideration they wish to receive were sent beginning on August 11, 2023 to holders of record of VMware common stock as of August 4, 2023.

VMware stockholders of record wishing to make an election must deliver properly completed election materials to Computershare Trust Company, N.A. by the Election Deadline. VMware stockholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and must carefully review and properly complete any election materials they received from their bank, broker or other nominee regarding how to make an election.

As further described in the election materials and in the parties’ proxy statement/prospectus dated October 3, 2022, each VMware stockholder will be entitled to receive, for each share of VMware common stock held immediately prior to the closing of the transaction, (i) $142.50 in cash, without interest (the cash consideration), or (ii) 0.2520 of a share of Broadcom common stock (the stock consideration). The merger consideration is subject to proration so that 50% of the aggregate shares of VMware common stock outstanding immediately prior to the closing of the transaction will be converted into the cash consideration and the remaining 50% of the aggregate shares of VMware common stock will be converted into the stock considerations.

Each VMware stockholder will receive cash in lieu of any fractional shares of Broadcom common stock that the stockholder otherwise would be entitled to receive. If no election is made by a VMware stockholder, the merger consideration that the stockholder will receive will be determined in accordance with the proration methodology in the merger agreement for the transaction.

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