Mr Cooper Group Inc (COOP)

[MY way]

Reallocation
Under the terms of the Fifth Amended and Restated Shareholders Agreement (the “Shareholders Agreement”) of
The Depository Trust & Clearing Corporation (“DTCC”), participant/member firms (“Participants”) of DTCC’s
U.S.-registered clearing agency subsidiaries (the “Clearing Agencies”) -- The Depository Trust Company (“DTC”),
National Securities Clearing Corporation (“NSCC”) and Fixed Income Clearing Corporation (“FICC”) -- are
required or permitted (depending on their category of participation) to purchase and own shares of DTCC common
stock (“Common Shares”) in amounts proportionate to their use of the services of the Clearing Agencies.
Participants using the core services of at least one of the Clearing Agencies are required to purchase and own
Common Shares (“Mandatory Purchaser Participants”). Participants using most of the other services of the Clearing
Agencies are permitted but not required to purchase and own Common Shares (“Voluntary Purchaser Participants”).
Participants using only certain ancillary services of the Clearing Agencies are not offered Common Shares.
The Shareholders Agreement provides that DTCC shall periodically reallocate entitlements to purchase and own
Common Shares to reflect changes in use of the services of the Clearing Agencies. Mandatory Purchaser
Participants are required to purchase Common Shares up to the amounts of their entitlements and sell Common
Shares down to the amounts of their entitlements. Voluntary Purchaser Participants are permitted but not required
to purchase Common Shares up to the amounts of their entitlements and required to sell Common Shares down to
the amounts of their entitlements.
This reallocation process is required to be done at least once every three years. Since the last reallocation occurred
in 2021, a reallocation is scheduled for 2024. The 2024 reallocation is currently anticipated to be completed on
April 30, 2024 (the “Settlement Date”), and will be based upon the use of services of the Clearing Agencies from
January 1, 2021 through December 31, 2023. Voluntary Purchaser Participants will be notified through the
DocuSign® electronic signature service of their opportunity to purchase or obligation to sell Common Shares during
the first week of April 2024. Mandatory Purchaser Participants will be notified via email from Computershare Web
Service that a notice concerning their obligation to purchase or sell Common Shares is available on Computershare’s
Investor Center during the third week of April 2024, and these purchases are expected to settle on the Settlement
Date. Please refer to the following pages (Questions and Answers on the DTCC Common Stock Reallocation) for
additional information.
Questions or inquiries regarding this Important Notice should be addressed to your Relationship Manager, or to
Annette Nichols, Corporate Secretary, at [phone] or [e-mail].