| will be mailed to the stockholders of Chesapeake and Southwestern. Investors will be able to obtain free
copies of the registration statement and joint proxy statement/prospectus and other relevant documents
containing important information about Chesapeake, Southwestern and the proposed transaction, once
such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Chesapeake may be obtained free of charge on
Chesapeake’s website at https://investors.chk.com/. Copies of the documents filed with the SEC by
Southwestern may be obtained free of charge on Southwestern’s website at
https://ir.swn.com/CorporateProfile/default.aspx.
PARTICIPANTS IN THE SOLICITATION
Chesapeake and Southwestern and certain of their respective directors, executive officers and other
members of management and employees may be deemed to be participants in the solicitation of proxies
in connection with the proposed transaction contemplated by the joint proxy statement/prospectus.
Information regarding Chesapeake’s directors and executive officers and their ownership of
Chesapeake’s securities is set forth in Chesapeake’s filings with the SEC, including Chesapeake’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Proxy Statement on
Schedule 14A, which was filed with the SEC on April 28, 2023. To the extent such person’s ownership of
Chesapeake’s securities has changed since the filing of Chesapeake’s proxy statement, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC
thereafter. Information regarding Southwestern’s directors and executive officers and their ownership of
Southwestern’s securities is set forth in Southwestern’s filings with the SEC, including Southwestern’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Proxy Statement on
Schedule 14A, which was filed with the SEC on April 5, 2023. To the extent such person’s ownership of
Southwestern’s securities has changed since the filing of Southwestern’s proxy statement, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC
thereafter. Additional information regarding the interests of those persons and other persons who may be
deemed participants in the proxy solicitations may be obtained by reading the joint proxy
statement/prospectus and other relevant materials that will be filed with the SEC regarding the proposed
transaction when such documents become available. You may obtain free copies of these documents as
described in the preceding paragraph.
NO OFFER OR SOLICITATION
This communication relates to the proposed transaction between Chesapeake and Southwestern. This
communication is for informational purposes only and shall not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities or a solicitation of any vote or approval, in
any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance,
exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the federal securities
laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “cause,”
“continue,” “could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,”
“impact,” “implement,” “increase,” “intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,”
“possible,” “projected,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “will,” “would” and other
similar words or expressions. The absence of such words or expressions does not necessarily mean the
statements are not forward-looking. Forward-looking statements are not statements of historical fact and
reflect Chesapeake’s and Southwestern’s current views about future events. These forward-looking
statements include, but are not limited to, statements regarding the proposed transaction between
Chesapeake and Southwestern, the expected closing of the proposed transaction and the timing thereof
and the proforma combined company and its operations, strategies and plans, integration, debt levels and
leverage ratio, capital expenditures, liquidity, return on capital employed, net asset value, cost of capital,
operating cash flows, cash flows and anticipated uses thereof, synergies, opportunities and anticipated
future performance, capital structure, achievement of investment-grade credit rating, expected accretion |