With the completion on December 4, 2019 of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 13, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 16, 2019 (the Merger Agreement"), by and between CBS Corporation and Viacom Inc., pursuant to which Viacom merged with and into CBS (the Merger"), with CBS continuing as the surviving company. At the effective time of the Merger (the Effective Time"), the combined company changed its name to ViacomCBS Inc. (ViacomCBS).

As contemplated by the Merger Agreement, on December 3, 2019, the board of directors of CBS appointed each of Robert M. Bakish, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr. and Nicole Seligman (the New Director Appointees") to the ViacomCBS Board, effective as of the Effective Time, and on December 4, 2019, Gary L. Countryman, Martha L. Minow and Strauss Zelnick resigned from the board of directors of CBS and any committees thereof, effective as of the Effective Time. As a result of these changes, following the Effective Time, the ViacomCBS Board has 13 directors, consisting of the New Director Appointees, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Shari E. Redstone, Susan Schuman and Frederick O. Terrell. Following the Effective Time on December 4, 2019, the ViacomCBS Board (1) appointed Ms. Redstone to serve as non-executive Chair of the ViacomCBS Board and (2) reconstituted each of the standing committees of the ViacomCBS Board as follows: Audit Committee: Barbara M. Byrne (Chair); Judith A. McHale; Ronald L. Nelson; Frederick O. Terrell.

Compensation Committee: Brian Goldner (Chair; Linda M. Griego; Judith A. McHale; Ronald L. Nelson. Nominating and Governance Committee: Nicole Seligman (Chair); Candace K. Beinecke; Charles E. Phillips, Jr.; Susan Schuman. On December 4, 2019, effective as of the Effective Time, the ViacomCBS Board appointed Mr. Bakish to serve as President and Chief Executive Officer of ViacomCBS.

Mr. Bakish served as President and Chief Executive Officer of Viacom from December 2016 until the Effective Time, having served as Acting President and Chief Executive Officer of Viacom beginning November 2016. On December 4, 2019, effective as of the Effective Time, the ViacomCBS Board appointed Katherine Gill-Charest to serve as Executive Vice President, Controller and Chief Accounting Officer of ViacomCBS. Ms. Gill-Charest served as Senior Vice President, Controller and Chief Accounting Officer of Viacom from October 2010 until the Effective Time.