On April 24, 2019, pursuant to the Agreement and Plan of Merger by and among USG Corporation, Gebr. Knauf KG organized under the laws of Germany (Knauf), and World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Knauf (Merger Sub), Merger Sub merged with and into USG (the merger), with USG continuing as the surviving corporation (the surviving corporation) in the merger and an indirect, wholly-owned subsidiary of Knauf. Upon the closing of the merger and pursuant to the terms of the merger agreement, each of Jose Armario, Thomas A. Burke, Matthew Carter, Jr., Gretchen R. Haggerty, William H. Hernandez, Brian A. Kenney, Richard P. Lavin, Steven F. Leer and Jennifer F. Scanlon ceased to be directors of USG.

dditionally, upon the closing of the merger and pursuant to the terms of the merger agreement, Jörg Schanow, who was the sole director of Merger Sub immediately prior to the closing of the merger, became the sole director of USG, as the surviving corporation, and the officers of USG immediately prior to the closing of the merger became the initial officers of USG, as the surviving corporation. Immediately following and in connection with the closing of the merger, each of Jennifer F. Scanlon, President and Chief Executive Officer, Matthew F. Hilzinger, Executive Vice President, Chief Financial Officer and Treasurer, Brian J. Cook, Executive Vice President and Chief Administrative Officer, Dominic A. Dannessa, Executive Vice President and Chief Customer and Innovation Officer, Gregory D. Salah, Senior Vice President, USG Corporation and President, Gypsum, Michelle M. Warner, Senior Vice President, General Counsel and Corporate Secretary, and Jeanette A. Press, Vice President and Controller, ceased acting in their roles at USG. Subsequently, on April 24, 2019, Jörg Schanow resigned as director of USG and the following individuals were elected to the board of directors of USG (the New USG Board of Directors): Alexander Knauf, Martin Stürmer, Dr. Enno Henze, and Christopher R. Griffin, and the New USG Board of Directors appointed Christopher R. Griffin as President, Chief Executive Officer, Chief Financial Officer and Treasurer of USG.