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Management Side
RRD Adopts Stockholder Rights Plan

CHICAGO (News release) -- R. R. Donnelley & Sons Company announced that its Board of Directors has adopted a stockholder rights plan.

The Rights Plan does not prevent any action the Board determines to be in the best interest of the Company and its stockholders.

RRD's Chairman of the Board, John C. Pope, stated: "The Board believes that given current circumstances, it is in the best interests of stockholders that no one person or group acquire undue influence or control through purchases of RRD stock."

Pursuant to the Rights Plan, one preferred stock purchase right will be distributed as a dividend on each share of the Company's common stock held of record as of the close of business on September 9, 2019.

Each right initially will entitle stockholders to buy a unit representing one one-thousandth of a share of a new series of preferred stock of the Company for $12. The rights generally will be exercisable only if a person or group acquires beneficial ownership (including through derivatives) of 10% (or 20% for certain passive institutional investors) or more of the Company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 10% or more of the Company's common stock. If a person or group acquires beneficial ownership of 10% (or 20% for certain passive institutional investors) or more of the Company's common stock, each right (other than rights held by the acquiror) will, unless the rights are redeemed by the Company, become exercisable upon payment of the exercise price of $12 for common stock of the Company having a market value of twice the exercise price of the right.

The rights may be redeemed by the Company for $0.001 per right at any time until the tenth business day following the first public announcement of the acquisition of beneficial ownership of 10% (or 20% for certain passive institutional investors) or more of the Company's common stock.

The Rights Plan exempts any person or group owning 10% (or 20% for certain passive institutional investors) or more of the Company's common stock as of the time of the first public announcement of the Rights Plan, but such person or group may not become the beneficial owner of any additional shares of common stock without triggering the Rights Plan.

Under the terms of the Rights Plan, the rights will expire on August 28, 2020, unless the rights are earlier redeemed, exchanged or terminated.


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