JXN Jackson Financial Inc

On December 8, 2022, the Board of Directors (the “Board”) of Jackson Financial Inc. (the “Company”) adopted the Company’s amended and restated bylaws, as reflected in Exhibit 3.3 to the Report. Among other things, the amendments: (i) implement majority voting in uncontested director elections, and (ii) address the possible use of so called “universal proxies” pursuant to recently adopted Securities Exchange Act Rule 14a-19, by requiring a nominating stockholder to provide a representation as to whether it intends to use the process set forth in that rule and, if so, to demonstrate that compliance; and, providing for the disqualification of that nominating stockholder’s nominee where that stockholder or its nominee acts contrary to that representation. The amendments also require stockholder nominees to respond to a Company-provided director and officer questionnaire and to provide information as to its ultimate control person or beneficial owner.

SAFE HARBOR

This report may contain certain statements that constitute “forward-looking statements.” Forward-looking statements generally may be identified by their use of terms including “anticipate,” “estimate,” “believe,” “expect,” “could,” “forecast,” “may,” “intend,” “plan,” “predict,” “project,” “will,” or “would,” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance, are subject to assumptions, and are inherently susceptible to risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Reference is made to our Annual Report on Form 10-K and other reports filed with the U.S. Securities and Exchange Commission for a discussion of risks and uncertainties that we face and that could affect our forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions.

There can be no assurance that management’s expectations, beliefs, or projections will result or be achieved or accomplished. Any forward-looking statements reflect our views and assumptions as of the date of this report and we disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.