SRCL Stericycle Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

STERICYCLE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2355 Waukegan Road

Bannockburn, Illinois 60015

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

July 10, 2024

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting of stockholders of Stericycle, Inc., a Delaware corporation (“Stericycle,” the “Company,” “we” or “us”), to be held on August 14, 2024 at 8:30 a.m., Central Time. The special meeting will be held in a virtual meeting format only, through a live webcast. Shareholders of record at the close of business on July 9, 2024, the record date for the special meeting, will be able to vote and submit questions and participate live in the webcast at www.virtualshareholdermeeting.com/SRCL2024SM. A secure control number that will allow you to participate in the meeting electronically can be found on the enclosed proxy card. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting. This proxy statement is dated July 10, 2024 and was first mailed to stockholders of Stericycle on or about July 11, 2024.

At the special meeting, you will be asked to consider and vote on three matters:

If the Merger is completed, you will be entitled to receive $62.00 in cash, without interest and subject to applicable withholding taxes, for each share of Stericycle common stock, par value $0.01 (“Stericycle common stock”), you own (unless you have properly demanded appraisal for your shares in accordance with, and have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware and such demand is not effectively withdrawn). The $62.00 per share in cash payable in the Merger represents a premium of approximately 39% over the closing price of Stericycle common stock on May 23, 2024, which was the last trading day before an article reported that Stericycle was considering a potential sale, and an Adjusted EBITDA multiple of approximately 17 times the last twelve months’ Adjusted EBITDA of Stericycle, not including anticipated synergies.

After reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, our board of directors unanimously (i) approved, adopted and declared advisable

the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of Stericycle and its stockholders; (iii) directed that the Merger Agreement be submitted to the stockholders of Stericycle for its adoption at the special meeting; and (iv) recommended that Stericycle’s stockholders adopt the Merger Agreement.

Our board of directors recommends that you vote: (1) “FOR” the proposal to adopt the Merger Agreement; (2) “FOR” the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary; and (3) “FOR” the non-binding, advisory proposal to approve certain compensation that will or may become payable to our named executive officers in connection with the Merger.

The accompanying proxy statement contains, among other things, detailed information about Stericycle, the special meeting, the Merger, the Merger Agreement and the Merger-related compensation. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety.

Your vote is very important, regardless of the number of shares of Stericycle common stock that you own. We cannot complete the Merger unless the Merger Agreement is adopted by the affirmative vote of the holders of a majority of the shares of outstanding Stericycle common stock as of the record date entitled to vote on the matter. The failure of any stockholder of record to vote in person by ballot at the special meeting or to submit a proxy will have the same effect as a vote “AGAINST” the Merger Agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or nominee on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Merger Agreement.

We hope that you will be able to attend the special meeting. However, whether or not you plan to attend, please complete, sign, date and return the proxy card enclosed with the accompanying proxy statement, or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee, as promptly as possible. Submitting a signed proxy by mail, over the Internet or by phone will ensure your shares are represented at the special meeting. If your shares are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or electronically over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee.

The special meeting may be adjourned by the chairman of the meeting if a quorum is not present or by a majority of the shares represented in person or by proxy at the special meeting, whether or not there is a quorum.

On behalf of the board of directors and management of Stericycle, I extend our appreciation for your continued support and your consideration of this matter.

Sincerely,

Robert S. Murley

Chairman

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or the accompanying proxy statement, including the Merger, passed upon the merits or fairness of such transactions, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

DATED JULY 10, 2024

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 14, 2024

Notice is hereby given that a special meeting of stockholders of Stericycle, Inc., a Delaware corporation (“Stericycle,” the “Company,” “we” or “us”), will be held on August 14, 2024, virtually via the internet at www.virtualshareholdermeeting.com/SRCL2024SM, at 8:30 a.m., Central Time, for the following purposes:

Only stockholders of record as of the close of business on July 9, 2024 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof.

The accompanying proxy statement contains, among other things, detailed information about the Merger Proposal, the Adjournment Proposal and the Compensation Proposal. We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in its entirety.

The affirmative vote of the holders of a majority of the shares of Stericycle common stock, par value $0.01 (“Stericycle common stock”), outstanding as of the record date and entitled to vote on the matter is required to approve the Merger Proposal. The affirmative vote of the holders of a majority of the shares of Stericycle common stock present in person or represented by proxy at the special meeting and entitled to vote and voting on the matter is required to approve the Adjournment Proposal. The affirmative vote of the holders of a majority of the shares of Stericycle common stock present in person or represented by proxy at the special meeting and entitled to vote and voting on the matter is required to approve the Compensation Proposal.

Your vote is very important, regardless of the number of shares of Stericycle common stock that you own. The failure of any stockholder of record to vote in person by ballot at the special meeting or to submit a signed proxy card will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” you should instruct your broker, bank or nominee on how to vote your shares using the voting

instruction form furnished by your broker, bank or nominee. The failure to do so will have the same effect as a vote “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the outcome of the Adjournment Proposal and the Compensation Proposal. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” such proposal.

The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of outstanding Stericycle common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions will be counted as present for purposes of determining the existence of a quorum. Shares held in “street name” for which the applicable broker, bank or nominee receives no instructions regarding how to vote on any of the proposals before the special meeting will not be counted as present at the special meeting for quorum purposes. Shares held in “street name” for which the applicable broker, bank or nominee receives instructions regarding how to vote on one or more but not all of the proposals before the special meeting will be counted present at the special meeting for quorum purposes.

Stockholders and beneficial owners who do not vote in favor of the Merger Proposal and who otherwise meet the requirements of Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the fair value of their shares of Stericycle common stock, as determined in accordance with Section 262 of the DGCL. In addition to not voting in favor of the Merger Proposal, any stockholder or beneficial owner (as defined in Section 262 of the DGCL) wishing to exercise its appraisal rights must deliver a written demand for appraisal to Stericycle before the vote on the Merger Proposal at the special meeting and must comply in all respects with the requirements of Section 262 of the DGCL, the text of which is attached as Appendix B to the accompanying proxy statement and is incorporated by reference therein.

Our board of directors recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

By Order of the Board of Directors,

Cindy J. Miller

President and Chief Executive Officer

July 10, 2024

YOUR VOTE IS IMPORTANT

Ensure that your shares of Stericycle common stock are voted at the special meeting by submitting your proxy or, if your shares of Stericycle common stock are held in “street name” through a broker, bank or nominee, by contacting your broker, bank or nominee. If you do not submit a proxy, vote in person at the special meeting or instruct your broker, bank or nominee how to vote your shares, it will have the same effect as voting “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

If your shares of Stericycle common stock are registered directly in your name: If you are a stockholder of record, you may submit a proxy to vote your shares of Stericycle common stock by mail, over the Internet or by phone. Please follow the instructions on the enclosed form of proxy.

If your shares of Stericycle common stock are held in the name of a broker, bank or nominee: You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares of Stericycle common stock. As a beneficial owner, you have the right to direct your broker, bank or nominee on how to vote the shares of Stericycle common stock in your account. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If you fail to submit a signed proxy card, fail to attend the special meeting or, if you hold your shares through a bank, broker or nominee, fail to provide voting instructions to your bank, broker or nominee, your shares of Stericycle common stock will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares of Stericycle common stock through a broker, bank or nominee, you must obtain from the record holder a valid legal proxy issued in your name in order to vote in person at the special meeting. A stockholder providing a proxy may revoke it if such revocation is exercised by submitting a new proxy via Internet or telephone before 11:59 p.m., Eastern Time, the day before the special meeting, by completing, signing and dating a proxy bearing a later date and returning it to us before 11:59 p.m., Eastern Time, the day before the special meeting, by providing written notice of revocation to our Secretary, or by voting in person at the special meeting. See the instructions set forth in “Revocability of Proxies” on page 29 of the accompanying proxy statement. Attendance at the special meeting alone will not revoke a submitted proxy.

We encourage you to read the accompanying proxy statement, including its appendices and all documents incorporated by reference therein, carefully and in their entirety. If you have any questions concerning the Merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Stericycle common stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 750-8233

Banks and Brokers may call collect: (212) 750-5833

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SUBMIT YOUR PROXY, OR INSTRUCT YOUR BROKER, BANK OR NOMINEE ON HOW TO VOTE YOUR SHARES USING THE VOTING INSTRUCTION FORM FURNISHED BY YOUR BROKER, BANK OR NOMINEE, AS PROMPTLY AS POSSIBLE.

CONTENTS

1

APPENDICES

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address some commonly asked questions regarding the special meeting, the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of Stericycle. Please refer to the preceding section of this proxy statement entitled “Summary” and the more detailed information contained elsewhere in this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, which you should read carefully and in their entirety.

A: On June 3, 2024, Stericycle entered into the Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Stericycle, with Stericycle surviving the Merger and becoming an indirect wholly-owned subsidiary of Parent. A copy of the Merger Agreement is attached as Appendix A to this proxy statement and is incorporated by reference herein. Our Board is furnishing this proxy statement and form of proxy card to the holders of Stericycle common stock in connection with the solicitation of proxies in favor of the Merger Proposal, the Adjournment Proposal and the Compensation Proposal (each as described below) to be voted at a special meeting of stockholders or at any adjournments or postponements thereof.

A: The special meeting will take place on August 14, 2024 at 8:30 a.m., Central Time, unless the meeting is postponed or adjourned. The special meeting will be held in a virtual meeting format only and will be accessible through the Internet in order to provide expanded access, improved communication and cost savings for our stockholders. You will be able to vote and submit questions and participate live in the webcast by visiting www.virtualshareholdermeeting.com/SRCL2024SM. A secure control number that will allow you to participate in the meeting electronically can be found on the enclosed proxy card. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

A: To be able to vote on the matters presented at the special meeting, you must have been a stockholder of record at the close of business on July 9, 2024, the Record Date for the special meeting. The aggregate number of shares entitled to vote at this meeting is 92,836,450 shares of Stericycle common stock, which is the number of shares that were outstanding as of the Record Date.

A: Our proxy solicitor, Innisfree, will solicit proxies primarily by mail. We will bear the cost of soliciting proxies from stockholders. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies by telephone, internet or otherwise. Our directors, officers and employees will not be additionally compensated for the solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries and other custodians who hold our common stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners of our common stock for their reasonable expenses incurred in forwarding such materials.

A: Each share of Stericycle common stock that you owned as of the close of business on the Record Date entitles you to one vote on each matter that is voted on at the special meeting.

17

A: Yes. All stockholders of record as of the Record Date may attend the special meeting and vote in person or may submit proxies online, by mail or by phone. Shareholders of record at the close of business on the Record Date for the special meeting are entitled to participate in the virtual meeting and will need the control number on their proxy card to access the live webcast to vote their shares electronically at the special meeting at www.virtualshareholdermeeting.com/SRCL2024SM. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

Whether or not you plan to attend the special meeting, we encourage you to complete, sign, date and return the enclosed proxy or submit your proxies over the Internet or by phone to ensure that your shares of Stericycle common stock will be represented at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If you are a beneficial owner and hold your shares of Stericycle common stock in “street name” through a broker, bank or nominee, you should instruct your broker, bank or nominee on how you wish to vote your shares of Stericycle common stock using the instructions provided by your broker, bank or nominee. Your broker, bank or nominee cannot vote on any of the proposals, including the Merger Proposal (as described below), without your instructions. If you hold your shares of Stericycle common stock in “street name,” because you are not the stockholder of record, you may not vote your shares of Stericycle common stock in person at the special meeting unless you request and obtain a valid legal proxy in your name from your broker, bank or nominee.

A: You are being asked to consider and vote on the following proposals:

A: The proposed Merger is the acquisition of Stericycle by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the holders of Stericycle common stock and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into Stericycle, with Stericycle continuing as the Surviving Corporation. As a result of the Merger, Stericycle will become an indirect wholly-owned subsidiary of Parent. Stericycle will cooperate with Parent to de-list Stericycle common stock from Nasdaq and de-register under the Exchange Act as promptly as practicable following the Effective Time and, at such time, Stericycle will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC. If the Merger is consummated, you will not own any shares of the capital stock of the Surviving Corporation.

A: Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $62.00 in cash, without interest and less applicable withholding taxes, for each share of Stericycle common stock that you own, unless you are entitled to and have properly demanded appraisal rights and have complied in all respects with Section 262 of the DGCL with respect to such shares. For example, unless you are entitled to and have

18

properly demanded appraisal rights and have complied in all respects with Section 262 of the DGCL with respect to such shares, if you own 100 shares of Stericycle common stock, you will be entitled to receive $6,200.00 in cash in exchange for such shares, without interest and less applicable withholding taxes. As a result of the Merger, your shares will be cancelled and you will not own shares in Stericycle or the Surviving Corporation, which will be an indirect wholly-owned subsidiary of Parent following the Merger.

A: The Merger Consideration represents a premium of approximately 39% over the Unaffected Share Price and an Adjusted EBITDA (as defined below) multiple of approximately 17 times the last twelve months’ Adjusted EBITDA of Stericycle, not including anticipated synergies.

A: We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. Whether or not you expect to attend the special meeting, we encourage you to complete, sign, date and return, as promptly as possible, the enclosed proxy card or submit your proxy over the Internet or by phone so that your shares of Stericycle common stock may be represented and can be voted at the special meeting. If you hold your shares of Stericycle common stock in “street name,” please refer to the voting instruction forms provided by your broker, bank or nominee to vote such shares.

A: No. If the Merger Proposal is approved, shortly after the Merger is completed, under the terms of the Merger Agreement, you will receive a letter of transmittal containing instructions for how to send your stock certificates to the paying agent in order to receive the cash payment of the Merger Consideration for each share of Stericycle common stock represented by the stock certificate or book-entry shares. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the cash payment to which you are entitled upon completion of the Merger. If your shares of Stericycle common stock are held in “street name” through a bank, broker or nominee, you will receive instructions from your bank, broker or nominee as to how to effect the surrender of your “street name” shares of Stericycle common stock in exchange for the Merger Consideration. Please do not send in your stock certificates now.

A: The Record Date for the special meeting is earlier than the date of the special meeting and earlier than the date the Merger is expected to be completed. If you sell or transfer your shares of Stericycle common stock after the Record Date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Stericycle in writing of such special arrangements, you will retain your right to vote such shares at the special meeting, but will transfer the right to receive the Merger Consideration if the Merger is completed to the person to whom you sell or transfer such shares.

If you sell or transfer your shares of Stericycle common stock after the special meeting, but before the Effective Time, you will transfer the right to receive the Merger Consideration if the Merger is completed. In order to receive the Merger Consideration, you must hold your shares of Stericycle common stock through the completion of the Merger.

The right to seek appraisal of Stericycle common stock in connection with the Merger under Section 262 of the DGCL is only available to Stericycle stockholders and beneficial owners who, among other requirements set

19

forth in Section 262 of the DGCL, hold their stock as of the date of making a demand for appraisal and hold their shares continuously through the Effective Time. Accordingly, if you sell or transfer your shares of Stericycle common stock after the special meeting, but before the Effective Time, you will lose the right to seek appraisal of those shares under Section 262 of the DGCL.

Even if you sell or otherwise transfer your shares of Stericycle common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy or submit your proxy over the Internet or by phone or, if your shares are held in “street name” through a broker, bank or nominee, instruct your broker, bank or nominee on how to vote your shares using the voting instruction form furnished by your broker, bank or nominee.

A: After consulting with its financial advisor and outside legal counsel and after reviewing and considering the terms and conditions of the Merger and the factors more fully described in the enclosed proxy statement, the Board unanimously (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Stericycle and its stockholders; (iii) directed that the Merger Agreement be submitted to the stockholders of Stericycle for its adoption at the special meeting; and (iv) recommended that Stericycle’s stockholders adopt the Merger Agreement.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

A: Yes. The completion of the Merger is subject to the completion or waiver of a number of conditions in the Merger Agreement, including the approval of the Merger Proposal by Stericycle stockholders, expiration or termination of applicable waiting period under the HSR Act and clearance under or expiration of the applicable waiting period under other applicable competition laws and foreign investment laws, the performance by the other party of its respective obligations under the Merger Agreement in all material respects and delivery of an officer’s certificate by the other party certifying satisfaction of certain conditions precedent. For a more complete summary of the conditions that must be satisfied or waived (to the extent permitted by law) prior to completion of the Merger, see “The Merger Agreement—Conditions to the Closing of the Merger” on page 106 of this proxy statement.

A: If the Merger Agreement is not adopted by the stockholders of Stericycle or if the Merger is not consummated for any other reason, you will not receive any payment for your shares of Stericycle common stock. Instead, we will remain a public company, Stericycle common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to be obligated to file periodic reports with the SEC.

Under specified circumstances, we may be required to pay Parent the Company Termination Fee or may be entitled to receive the Parent Termination Fee upon the termination of the Merger Agreement, as described in “The Merger Agreement—Termination Fees” on page 108 of this proxy statement.

A: In considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be

20

different from, or in addition to, your interests as a stockholder. The Board was aware of these interests in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Stericycle. For a description of these interests, see “The Merger—Interests of the Directors and Executive Officers of Stericycle in the Merger” on page 67 of this proxy statement.

A: There are no contractual voting agreements in place with respect to the Merger. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Stericycle common stock “FOR” the Merger Proposal.

A: The affirmative vote of the holders of a majority of the shares of Stericycle common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal.

The failure of any stockholder of record to submit a proxy or to vote in person by ballot at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal. Broker non-votes (if any) and abstentions will also have the same effect as a vote “AGAINST” the Merger Proposal. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Proposal.

As of the Record Date (July 9, 2024), there were 92,836,450 shares of Stericycle common stock issued and outstanding. Each holder of Stericycle common stock is entitled to one vote per share of Stericycle common stock owned by such holder as of the Record Date.

A: Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Stericycle common stock present or represented, in person or by proxy, at the special meeting and entitled to vote and voting on such matter.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Stericycle common stock present or represented, in person or by proxy, at the special meeting and entitled to vote and voting on such matter.

Assuming a quorum is present, the failure of any stockholder of record to submit a proxy or to vote in person by ballot at the special meeting, as well as broker non-votes, if any, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have no effect on the outcome of the Adjournment Proposal and the Compensation Proposal.

A: “Merger-related compensation” is certain compensation that is tied to or based on the completion of the Merger and may be payable to Stericycle’s named executive officers under its existing plans or agreements, which is the subject of the Compensation Proposal. See “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation” on page 113 of this proxy statement.

A: In accordance with the rules promulgated under Section 14A of the Exchange Act, we are providing you with the opportunity to cast a non-binding, advisory vote on the compensation that may be payable to our named executive officers in connection with the Merger.

21

A: Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is on an advisory basis and will not be binding on Stericycle or Parent. Further, the underlying compensation plans and agreements are contractual in nature and are not, by their terms, subject to stockholder approval. Accordingly, payment of the “Merger-related compensation” is not contingent on stockholder approval of the Compensation Proposal.

A: In order for business to be conducted at the special meeting, our bylaws require that a quorum must be present. A quorum consists of the holders of a majority of the shares of the Stericycle common stock outstanding and entitled to vote at the special meeting, present in person or represented by proxy.

Shares of Stericycle common stock present in person or represented by proxy (including shares that reflect abstentions) will be counted for the purpose of determining whether a quorum exists.

If a quorum is not present, the special meeting may be adjourned by the chairman of the meeting until a quorum is obtained. Whether or not a quorum is present, the special meeting may be adjourned by a majority of the shares so represented at the special meeting.

A: Stockholder of record: Shares registered in your name: If you are a stockholder of record (that is, your shares are registered in your own name, not in “street name” by a bank, brokerage firm or other intermediary).

22

Beneficial owner: Shares held in “street name.” If the shares you own are held in “street name” by a bank, brokerage firm or other intermediary, then your bank, brokerage firm or other intermediary, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the voting instructions your bank, brokerage firm or other intermediary provides you. Many banks, brokerage firms and other intermediaries also offer the option of submitting voting instructions over the Internet or by telephone, instructions for which would be provided to you by your bank, brokerage firm or other intermediary.

If you wish to attend the special meeting to personally vote your shares held in “street name,” you will need to obtain a legal proxy from the holder of record (i.e., your bank, brokerage firm or other intermediary); a legal proxy is not the form of proxy card enclosed with this proxy statement.

A: Not without your direction. Your broker, bank or nominee will only be permitted to vote your shares on any proposal at the special meeting if you instruct your broker, bank or nominee on how to vote. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares of Stericycle common stock.

You should follow the procedures provided by your broker, bank or nominee regarding the voting of your shares of Stericycle common stock. Generally, if a broker exercises its discretion on routine matters at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker, but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. Because all of the proposals to be voted on at the special meeting are non-routine matters, if you hold your shares in street name through a brokerage account, your broker will not be able to exercise its discretion to vote uninstructed shares on any of the proposals presented at the special meeting. As a result, we do not expect any broker non-votes at the special meeting. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal. Assuming a quorum is present, broker non-votes, if any, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

A: Yes. If you are a stockholder of record, you may revoke your proxy and/or change your vote instructions at any time before it is voted at the special meeting by taking by taking one of the following actions (only your latest-dated proxy that received prior to the special meeting will be counted):

23

If you own shares in “street name,” your bank, brokerage firm or other intermediary should provide you with appropriate instructions for changing or revoking your voting instructions.

A: Regardless of the method you choose to submit your proxy, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you sign and properly return your proxy card, but do not include instructions on how to vote, your shares of Stericycle common stock will be voted as recommended by the Board with respect to each proposal. It is not currently anticipated that any other proposals for consideration will be presented at the special meeting. If other proposals requiring a vote of stockholders are brought before the special meeting in a proper manner, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their best judgment.

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Stericycle common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares of Stericycle common stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return each proxy card and voting instruction card that you receive. Each proxy card you receive comes with its own prepaid return envelope; if you submit a proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

A: The votes will be counted by the independent inspector of election appointed for the special meeting.

A: Stericycle intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Stericycle files with the SEC are publicly available when filed. See “Where You Can Find More Information; Incorporation by Reference” on page 120 of this proxy statement.

A: If you are a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” on page 80 of this proxy statement), the exchange of your shares of Stericycle common stock for cash (including any cash required to be withheld for tax purposes) pursuant to the Merger will generally require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash you receive pursuant to the Merger (including any cash required to be withheld for tax purposes) and your adjusted tax basis in such surrendered shares. A non-U.S. holder (as defined in “The

24

Merger—Material U.S. Federal Income Tax Consequences of the Merger” on page 80 of this proxy statement) will generally not be subject to U.S. federal income tax with respect to the exchange of such non-U.S. holder’s shares of Stericycle common stock for cash in the Merger unless such non-U.S. holder has certain connections to the United States. Because particular circumstances may differ, you should consult your own tax advisor to determine the U.S. federal income tax consequences to you of the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. A more complete description of the material U.S. federal income tax consequences of the Merger is provided in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” on page 80 of this proxy statement.

A: At the Effective Time, each Company Option that is fully vested and outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof or Stericycle, be cancelled and converted into the right to receive (without interest) an amount of cash equal to the product of (x) the total number of shares of Stericycle common stock underlying the Company Option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided, however, that any such Company Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration will be cancelled for no consideration.

At the Effective Time, each outstanding award of Company RSUs, Company DSUs and Company PSUs held by a Continuing Employee shall be assumed by Parent and converted into an Assumed Restricted Stock Unit Award relating to shares of Parent common stock (rounded to the nearest whole share) equal to (x) the total number of shares of Stericycle common stock underlying such award, multiplied by (y) the Equity Award Exchange Ratio. To the extent that a Company PSU was subject to performance-based vesting conditions for performance periods that had not ended prior to the Effective Time, it will be deemed to be earned based on target performance levels immediately prior to the Effective Time.

At the Effective Time, each Company RSU, Company DSU and Company PSU which is held by an employee or other service provider who will terminate employment or service with Stericycle prior to or in connection with the Closing will be cancelled and be converted into the right to receive (without interest) an amount in cash equal to (x) the total number of shares of Stericycle common stock underlying such award (with Company PSUs being deemed to be earned and converted at target performance levels), multiplied by (y) the Merger Consideration.

A: With respect to the Company ESPP: (i) except for the Final Offering Periods, no new offering period will commence following the date of the Merger Agreement unless and until the Merger Agreement is terminated; and (ii) from and after the date of the Merger Agreement, no new participants will be permitted to participate in the Company ESPP and participants will not be permitted to increase their payroll deductions or purchase elections.

If the Effective Time occurs: (a) during any Final Offering Period, (A) the final exercise date(s) under the Company ESPP shall be the Final Exercise Date, and (B) each Company ESPP participant’s accumulated contributions under the Company ESPP shall be used to purchase whole shares of Stericycle common stock as of the Final Exercise Date, which will be cancelled at the Effective Time in exchange for the right to receive the Merger Consideration; or (b) after the end of the Final Offering Period(s), all amounts allocated to each participant’s Company ESPP account at the end of such Final Offering Periods will be used to purchase whole shares of Stericycle common stock, which will be cancelled at the Effective Time in exchange for the right to receive the Merger Consideration. As promptly as practicable following the purchase of Stericycle common stock in accordance with the foregoing clauses (a) or (b), Stericycle will return to each participant any remaining

25

account funds after such purchase. As of the Effective Time, the Company ESPP will be terminated and no further shares of Stericycle common stock or other rights with respect to shares of Stericycle common stock will be granted thereunder.

A: We are working towards completing the Merger as quickly as possible and currently expect to complete the Merger as early as the fourth quarter of 2024. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to conditions, including adoption of the Merger Agreement by the stockholders of Stericycle and the receipt of regulatory approvals.

A: Yes. As a holder of record or beneficial owner of Stericycle common stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. See “The Merger—Appraisal Rights” on page 74 of this proxy statement.

A: Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if our Investor Relations Department receives a written request from you at the address indicated below.

Stericycle, Inc.

2355 Waukegan Road

Bannockburn, Illinois 60015

Attention: Investor Relations

A: The information provided above in the Q&A format is for your convenience only and is merely a summary of some of the information in this proxy statement. We encourage you to read this proxy statement, its appendices, including the Merger Agreement, and the documents incorporated by reference herein, carefully and in their entirety and consider how the Merger affects you. If you have any questions concerning the Merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact Innisfree, our proxy solicitor, toll free at (877) 750-8233. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Merger, the Merger Agreement or other matters discussed in this proxy statement.

26

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

We will hold the special meeting on August 14, 2024, at 8:30 a.m., Central Time, unless the meeting is postponed or adjourned. The special meeting will be held in a virtual meeting format only and will be accessible through the Internet in order to provide expanded access, improved communication and cost savings for our stockholders. To attend and participate at the special meeting, you must access the meeting website at www.virtualshareholdermeeting.com/SRCL2024SM and provide the control number on your proxy card. Although no physical in-person meeting will be held, we have designed the format of the virtual special meeting to ensure that our stockholders of record who attend the special meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting, while providing an online experience available to all of our stockholders regardless of location. For purposes of attendance at the special meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the special meeting.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders of record as of the Record Date to consider and vote on the following proposals:

(i) to adopt the Merger Agreement;

(ii) to approve one or more adjournments of the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting; and

(iii) to approve, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on the Record Date (July 9, 2024) are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of record of Stericycle common stock on the Record Date will be entitled to one vote for each share of Stericycle common stock held as of the Record Date on each matter submitted to our stockholders for approval at the special meeting. If you sell or transfer your shares of Stericycle common stock after the Record Date but before the special meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Stericycle common stock, but you will retain your right to vote those shares at the special meeting.

As of the Record Date, there were 92,836,450 shares of Stericycle common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the shares of Stericycle common stock entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, 46,418,226 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. Shares that are voted to abstain on one or more of the proposals before the special meeting will be deemed to be present for quorum purposes. If you hold your shares in “street name” and you fail to provide your broker, bank or nominee with instructions

27

how to vote such shares on any of the proposals before the special meeting, your shares will not be deemed to be present at the special meeting for quorum purposes. If you provide your broker, bank or nominee with instructions how to vote on one or more but not all of the proposals before the special meeting, your shares will be deemed to be present at the special meeting for quorum purposes.

In the event that a quorum is not present at the special meeting, it is expected that the special meeting would be adjourned to a later date until a quorum is present. The special meeting may be adjourned by the chairman of the meeting if a quorum is not present or by a majority of the shares represented in person or by proxy at the special meeting, whether or not there is a quorum.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the shares of Stericycle common stock outstanding as of the Record Date and entitled to vote on the matter is required to approve the Merger Proposal. Adoption of the Merger Agreement by our stockholders is a condition to the Closing. A failure to vote your shares of Stericycle common stock, an abstention from voting or a broker non-vote (if any) will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Stericycle common stock present, in person or by proxy, at the special meeting and entitled to vote and voting on the matter.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Stericycle common stock present, in person or by proxy, at the special meeting and entitled to vote and voting on the matter. Assuming a quorum is present, the failure of any stockholder of record to submit a proxy or to vote in person by ballot at the special meeting, as well as broker non-votes, if any, will not have any effect on the Adjournment Proposal or the Compensation Proposal. Abstentions will have no effect on the outcome of the Adjournment Proposal and the Compensation Proposal.

Because the vote on the Compensation Proposal is only advisory in nature, it will not be binding on Stericycle or the Board. Accordingly, because Stericycle is contractually obligated to pay the compensation, such compensation will be paid or become payable, subject only to the conditions applicable thereto, if the Merger is consummated and regardless of the outcome of the Compensation Proposal.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote an aggregate of 442,155 shares of Stericycle common stock (excluding any shares that would be delivered upon exercise or conversion, as applicable, of Company Options or Company RSUs), representing approximately 0.5% of the outstanding shares of Stericycle common stock. Our directors and executive officers have informed us that they currently intend to vote all of their shares of Stericycle common stock: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal. There are no contractual voting agreements in place with respect to the Merger.

Voting of Proxies

If your shares of Stericycle common stock are registered in your name with our transfer agent, EQ Shareowner Services, you may cause your shares to be voted at the special meeting by submitting your proxy or by voting in person at the special meeting. If you submit a proxy, the proxy holders will vote your shares of Stericycle common stock according to your directions.

If you plan to attend the special meeting and wish to vote virtually, you will need to provide the secure control number provided in your proxy card voting instruction form, or in the email sending you the proxy

28

statement. If you attend the special meeting, and vote virtually, your vote will revoke any proxy previously submitted. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting virtually.

Voting instructions are included on your proxy card. All shares of Stericycle common stock represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

If your shares of Stericycle common stock are held in “street name” through a broker, bank or nominee, you may provide voting instructions through your broker, bank or nominee by completing and returning the voting instruction form provided by your broker, bank or nominee, or over the Internet or by telephone through your broker, bank or nominee if such a service is provided. To provide voting instructions over the Internet or by telephone through your broker, bank or nominee, you should follow the instructions on the voting instruction form provided by your broker, bank or nominee. Under applicable stock exchange rules, brokers, banks or nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and nominees therefore cannot vote on these proposals without your instructions. Generally, if a broker exercises its discretion on routine matters at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker, but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. Because all of the proposals to be voted on at the special meeting are non-routine matters, if you hold your shares in street name through a brokerage account, your broker will not be able to exercise its discretion to vote uninstructed shares on any of the proposals presented at the special meeting. As a result, we do not expect any broker non-votes at the special meeting. If you do not return your broker’s, bank’s or nominee’s voting instruction form, do not provide voting instructions to your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or nominee, such actions will have the same effect as if you voted “AGAINST” the Merger Proposal, but assuming a quorum is present, will have no effect on the outcome of any vote on the Adjournment Proposal or the Compensation Proposal.

Revocability of Proxies

If you are a stockholder of record, you may revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy card must be received by our Secretary by 11:59 p.m., Eastern Time, the day before the special meeting, unless you submit a new proxy by Internet or telephone as instructed on your proxy card before 11:59 p.m., Eastern Time, the day before the special meeting. If you have submitted a proxy and you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

29

If you hold your shares of Stericycle common stock in “street name,” you should contact your broker, bank or nominee for instructions regarding how to revoke your voting instructions. You may also vote in person at the special meeting if you obtain a valid legal proxy from your broker, bank or nominee.

Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow stockholders of Stericycle who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned, however any such proxies that are not revoked will be voted at any such special meeting, as adjourned. Additionally, if the special meeting is postponed, any proxies that are not revoked prior to their use at the special meeting, as postponed, will be voted at any such special meeting, as postponed.

Board of Directors’ Recommendation

The Board, after considering various factors described in “The Merger—Recommendation of Our Board of Directors and Reasons for the Merger” on page 48 of this proxy statement, unanimously (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Stericycle and its stockholders; (iii) directed that the Merger Agreement be submitted to the stockholders of Stericycle for its adoption at the special meeting; and (iv) recommended that Stericycle’s stockholders adopt the Merger Agreement.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by the Board. Expenses incurred in connection with the printing and mailing of this proxy statement and in connection with notices or other filings with any governmental entities under any laws are our responsibility. We have engaged the services of Innisfree to solicit proxies for the special meeting. In connection with its retention, Innisfree has agreed to provide consulting, analytic and proxy solicitation services in connection with the special meeting. We have agreed to pay Innisfree a fee of approximately $50,000, plus reasonable out-of-pocket expenses for its services, and we will indemnify Innisfree for certain losses arising out of its proxy solicitation services. Copies of solicitation materials will also be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Stericycle common stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners of Stericycle common stock for their costs of forwarding solicitation materials to the beneficial owners. In addition to the solicitation of proxies by mail, proxies may be solicited by our directors, officers and employees, or representatives of Innisfree, in person or by telephone, email, fax or other means of communication and we may pay persons holding shares for others their expenses for sending proxy materials to their principals. No additional compensation will be paid to our directors, officers or employees for their services in connection with the solicitation of proxies, but our directors and officers may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval of the Merger Proposal by our stockholders, we anticipate that the Merger will be consummated as early as the fourth quarter of 2024.

Other Matters

At this time, we know of no other matters to be submitted at the special meeting.

30

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting

The proxy statement is available on our investor relations website, investors.stericycle.com. Our investor relations website address is provided as an inactive textual reference only.

Householding of Special Meeting Materials

The SEC permits companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Stockholders who hold their shares through a nominee, such as a broker, bank, broker-dealer or similar organization may receive notice from that nominee regarding the householding of proxy materials. As indicated in the notice, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected stockholder. Once a stockholder has received notice that a nominee will be householding, such householding will continue until the stockholder is notified otherwise or until the stockholder has revoked consent by notifying the nominee. If you hold your shares in “street name” and would prefer to receive separate copies of a proxy statement for other stockholders in your household, either now or in the future, please contact your nominee. If you are record holder of your shares and would prefer to receive separate copies of a proxy statement for other stockholders in your household, either now or in the future, please contact: Stericycle, Inc., 2355 Waukegan Road, Bannockburn, Illinois 60015, Attention: Investor Relations. Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact their broker or Stericycle, as applicable.

Rights of Stockholders Who Assert Appraisal Rights

Record holders and beneficial owners of shares of common stock who have not voted in favor of the Merger, have properly demanded appraisal rights for such shares in accordance with Section 262 of the DGCL and have complied in all respects with Section 262 of the DGCL with respect to such Dissenting Shares will be entitled to statutory appraisal rights pursuant to Section 262 of the DGCL in connection with the Merger. This means that such stockholders and beneficial owners are entitled to seek appraisal of their Dissenting Shares and, if all requirements of Section 262 are met, to receive payment in cash for the “fair value” of such Dissenting Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The ultimate amount holders receive in an appraisal proceeding may be less than, equal to or more than the amount such holders would have received under the Merger Agreement. For a description of the rights of holders of Dissenting Shares and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of such Dissenting Shares, see Section 262 of the DGCL, which is attached as Appendix B to this proxy statement, as well as the information set forth below.

IN ORDER TO PROPERLY EXERCISE YOUR APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER, A RECORD HOLDER OR BENEFICIAL OWNER MUST DELIVER A WRITTEN DEMAND FOR APPRAISAL IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 262 OF THE DGCL TO STERICYCLE BEFORE THE VOTE IS TAKEN ON THE ADOPTION OF THE MERGER AGREEMENT AT THE SPECIAL MEETING, AND MUST NOT VOTE, IN PERSON OR BY PROXY, IN FAVOR OF THE MERGER PROPOSAL AND CONTINUE TO HOLD YOUR SHARES OF STERICYCLE COMMON STOCK OF RECORD FROM THE DATE OF MAKING THE DEMAND FOR APPRAISAL THROUGH THE EFFECTIVE TIME OF THE MERGER AND MUST COMPLY WITH THE OTHER REQUIREMENTS OF SECTION 262 OF THE DGCL. MERELY VOTING AGAINST THE MERGER PROPOSAL WILL NOT PRESERVE YOUR RIGHT TO APPRAISAL UNDER SECTION 262 OF THE DGCL. BECAUSE A PROXY THAT IS SIGNED AND SUBMITTED BUT DOES NOT OTHERWISE CONTAIN VOTING INSTRUCTIONS WILL, UNLESS REVOKED, BE VOTED IN FAVOR OF THE ADOPTION OF THE

31

MERGER AGREEMENT, IF YOU SUBMIT A PROXY AND WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU MUST INCLUDE VOTING INSTRUCTIONS TO VOTE YOUR SHARES OF STERICYCLE COMMON STOCK AGAINST, OR ABSTAIN WITH RESPECT TO, THE ADOPTION OF THE MERGER AGREEMENT. NEITHER VOTING AGAINST THE ADOPTION OF THE MERGER AGREEMENT, NOR ABSTAINING FROM VOTING OR FAILING TO VOTE ON THE MERGER PROPOSAL, WILL IN AND OF ITSELF CONSTITUTE A WRITTEN DEMAND FOR APPRAISAL SATISFYING THE REQUIREMENTS OF SECTION 262 OF THE DGCL. THE WRITTEN DEMAND FOR APPRAISAL MUST BE IN ADDITION TO AND SEPARATE FROM ANY PROXY OR VOTE ON THE ADOPTION OF THE MERGER AGREEMENT. IN VIEW OF THE COMPLEXITY OF THE DGCL, STOCKHOLDERS AND BENEFICIAL OWNERS WHO MAY WISH TO PURSUE APPRAISAL RIGHTS SHOULD PROMPTLY CONSULT THEIR LEGAL AND FINANCIAL ADVISORS.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Innisfree

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 750-8233

Banks and Brokers may call collect: (212) 750-5833

32

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may include “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Stericycle or its management is discussing its beliefs, estimates or expectations. Such statements generally include words such as “believes,” “expects,” “intends,” “anticipates,” “estimates,” “continues,” “may,” “plan,” “will,” “goal,” or similar expressions. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, many of which are outside the Stericycle’s control, which could cause actual results to differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation:

33

These and other factors are identified and described in more detail in Stericycle’s Annual Report on Form 10-K for the year ended December 31, 2023 as well as the Stericycle’s subsequent filings, all of which are available online at www.sec.gov. Readers are cautioned not to place undue reliance on the Stericycle’s projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, Stericycle undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

34

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached as Appendix A to, and incorporated by reference into, this proxy statement. You should read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Parties Involved in the Merger

Stericycle, Inc.

2355 Waukegan Road

Bannockburn, Illinois 60015

Telephone: (847) 367-5910

www.stericycle.com

Stericycle is a U.S. based business-to-business services company and a leading provider of compliance-based solutions that protect people and brands, promote health and well-being and safeguard the environment. Stericycle serves customers in North America and Europe with solutions for regulated waste and compliance services and secure information destruction.

Our common stock is listed under the symbol “SRCL” on Nasdaq.

Our principal executive offices are located at 2355 Waukegan Road, Bannockburn, Illinois 60015, and our telephone number is (847) 367-5910. For more information about Stericycle, please visit our website, www.Stericycle.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See “Where You Can Find More Information; Incorporation by Reference” on page 120 of this proxy statement.

Waste Management, Inc.

800 Capitol Street, Suite 3000

Houston, Texas 77002

Telephone: (713) 512-6200

www.wm.com

Parent is North America’s leading provider of comprehensive environmental solutions, providing services throughout the U.S. and Canada. Parent partners with its customers and the communities it serves to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy. Parent owns or operates the largest network of landfills throughout the U.S. and Canada. In order to make disposal more practical for larger urban markets, where the distance to landfills is typically farther, Parent manages transfer stations that consolidate, compact and transport waste efficiently and economically. Parent’s solid waste business is operated and managed locally by its subsidiaries that focus on distinct geographic areas and provide collection, transfer, disposal, recycling and resource recovery services. Through its subsidiaries, including WM Renewable Energy, Parent is also a leading developer, operator and owner of landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and renewable natural gas, which is a significant source of fuel that Parent allocates to its natural gas fleet.

Parent’s common stock is listed under the symbol “WM” on NYSE.

Parent’s principal executive offices are located at 800 Capitol Street, Suite 3000, Houston, Texas 77002 and its telephone number is (713) 512-6200. Parent’s website address is www.wm.com. The information provided on Parent’s website is not incorporated into, and does not form a part of, this proxy statement.

35

Stag Merger Sub Inc.

800 Capitol Street, Suite 3000

Houston, Texas 77002

Telephone: (713) 512-6200

www.wm.com

Merger Sub is a Delaware corporation that was formed on May 30, 2024, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof. Merger Sub is an indirect wholly-owned subsidiary of Parent. Upon consummation of the Merger, Merger Sub will cease to exist, and Stericycle will survive the Merger as an indirect wholly-owned subsidiary of Parent.

Certain Effects of the Merger on Stericycle

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Stericycle, with Stericycle continuing as the Surviving Corporation and as an indirect wholly-owned subsidiary of Parent. Stericycle will cooperate with Parent to de-list Stericycle common stock from Nasdaq and to de-register under the Exchange Act as soon as reasonably practicable following the Effective Time, and at such time, we will cease to be a publicly traded company and will no longer be obligated to file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, and instead will only be entitled to receive the Merger Consideration described in “—Merger Consideration” on page 37 of this proxy statement or, with respect to Dissenting Shares, will only be entitled to receive the “fair value” of your Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Effect on Stericycle if the Merger is Not Completed

If the Merger Proposal is not approved by the stockholders of Stericycle or if the Merger is not completed for any other reason, you will not receive any payment for your shares of Stericycle common stock. Instead, we will remain a public company, Stericycle common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will be required to continue to file periodic reports with the SEC.

Furthermore, depending on the circumstances that would have caused the Merger not to be completed, it is possible that the price of Stericycle common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Stericycle common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Stericycle common stock. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Proposal is not approved by the stockholders of Stericycle or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that our business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, we may be required to pay Parent the Company Termination Fee or may be entitled to receive the Parent Termination Fee upon the termination of the Merger Agreement, as described under “The Merger Agreement—Termination Fees” on page 108 of this proxy statement.

36

Merger Consideration

At the Effective Time, each outstanding share of Stericycle common stock (other than (i) Excluded Shares and (ii) Dissenting Shares) will be converted automatically into the right to receive the Merger Consideration. All shares of Stericycle common stock converted into the right to receive the Merger Consideration will automatically be cancelled and cease to exist at the Effective Time, and each certificate formerly representing such shares will thereafter represent only the right to receive the Merger Consideration.

After the completion of the Merger, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Stericycle stockholder (except that stockholders who hold Dissenting Shares will not have the right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery pursuant to an appraisal proceeding as contemplated by Delaware law, as described in “The Merger—Appraisal Rights” on page 74 of this proxy statement).

Following completion of the Merger, Stericycle will cease to be a publicly traded company and will become an indirect wholly-owned subsidiary of Parent.

The Merger Consideration is fixed and will not be adjusted to reflect changes in the stock price of either company prior to the Closing. The Merger Consideration will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of Stericycle with a record date between the date of the Merger Agreement and the Effective Time.

Background of the Merger

In the ordinary course, the Board and Stericycle management regularly review and assess Stericycle’s business, operations, financial performance and industry conditions in light of the current business and economic environment and in consideration of Stericycle’s long-term business strategy to enhance value for its stockholders. Such reviews and assessments include periodic meetings or consultations with third-party financial, legal and other advisors. In addition, from time to time, the Board and Stericycle management have evaluated and considered a variety of potential financial and strategic alternatives for Stericycle, including potential acquisitions, business combinations and other transactions, in light of industry developments and changing economic and market conditions. In that context, Stericycle has engaged from time to time in discussions with potentially interested strategic parties and private equity parties regarding potential business combinations and other transactions. In early 2019, Stericycle had discussions with Parent regarding a potential business combination transaction. Parent did not submit any proposal or indication of interest and discussions ceased at that time.

Between May 2022 and September 2022, Stericycle considered potential strategic opportunities with various potential strategic and private equity parties, and representatives of Stericycle met with representatives of certain of these parties to discuss, among other things, Stericycle’s strategic and financial position and potential strategic opportunities. In June 2022, Stericycle entered into a mutual confidentiality agreement with a potential strategic party, referred to as “Strategic Party A.” The confidentiality agreement included a customary standstill provision, with an exception that permitted Strategic Party A to make confidential proposals to the Board, and the standstill provision terminated upon announcement of an alternative transaction for the sale of Stericycle. Representatives of Stericycle and Strategic Party A met in July 2022 to discuss the performance of each company, their respective cultures and organizational structures and the opportunities and risks of a potential transaction involving the two companies. Strategic Party A subsequently advised Stericycle that it would not pursue further discussions at that time, citing, among other reasons, uncertainty around Stericycle’s future performance due to Stericycle’s enterprise resource planning (“ERP”) implementation and ongoing portfolio rationalization process, as well as the impact of a potential transaction on the consolidated EBITDA margin of the combined company.

37

During this period, the Board received updates from Stericycle management and its financial and legal advisors regarding the discussions with Strategic Party A and other potentially interested parties and reviewed Stericycle’s strategic and financial position in the context of potential strategic alternatives. No proposals or indications of interest were received by Stericycle in connection with the foregoing discussions.

On May 8, 2023, Stericycle management met at an industry conference with representatives of a private equity sponsor of an infrastructure fund, referred to as “Financial Party A.” At the meeting, representatives of Financial Party A discussed their fund history, investment thesis and track record, and Stericycle management reviewed the business, financial and strategic position of Stericycle, based on publicly available information only, and Financial Party A expressed its interest in exploring a potential transaction with Stericycle.

On May 17, 2023, the Board held a regular meeting via videoconference with Stericycle management and representatives of BofA Securities and Latham & Watkins LLP, Stericycle’s legal counsel (“Latham”) in attendance to discuss and consider possible responses to the inquiry from Financial Party A. Representatives of BofA Securities reviewed Stericycle’s strategic, financial and market position and discussed certain potential alternatives to enhance Stericycle’s standalone business plan, including potential divestitures, acquisitions, and capital allocation strategies such as share repurchases. Representatives of BofA Securities also reviewed certain potential strategic and private equity parties that could potentially be interested in evaluating a strategic transaction involving Stericycle. Representatives of Latham reviewed the fiduciary obligations of the Board when considering potential strategic transactions, including a potential sale transaction. The Board authorized Mr. Robert Murley, Chairman of the Board, to respond to Financial Party A on behalf of the Board.

On May 24, 2023, Mr. Murley spoke to a representative of Financial Party A on the telephone indicating the Board’s confidence in Stericycle’s standalone business strategy, and belief that the stock price was undervalued. Mr. Murley noted, however, that the Board remained open to explore possible strategic opportunities to enhance value for Stericycle’s stockholders, if the opportunity presented itself. Financial Party A did not submit a proposal or indication of interest to Stericycle following this discussion.

On August 22 and 23, 2023, Mr. Murley and Mr. James Fish, Jr., President, Chief Executive Officer and director of Parent, had two telephonic conversations, in which Mr. Fish expressed interest in exploring potential transaction opportunities and proposing an in-person meeting among principals. Mr. Murley subsequently informed the Board in writing of this inbound inquiry.

On September 13 and 14, 2023, the Board held a regular meeting in person, with Stericycle management and representatives of BofA Securities and Latham in attendance, at which the Board discussed and considered potential responses to the inquiry from Parent. Stericycle management reviewed Stericycle’s business, financial performance and prospects, including its then-current long-range plan. Representatives of BofA Securities reviewed Stericycle’s strategic, financial and market position, as well as an illustrative preliminary financial analysis with respect to Stericycle on a standalone basis. Representatives of BofA Securities also reviewed Parent’s business history and discussed Parent’s potential strategic fit with Stericycle. Latham reviewed the fiduciary obligations of the Board when considering potential strategic transactions, including a potential sale transaction, and certain regulatory considerations applicable to a potential transaction with Parent. The Board authorized Mr. Murley and Ms. Cindy Miller, Chief Executive Officer of Stericycle, to meet with Parent’s representatives to explore potential transaction opportunities.

On September 18, 2023, Mr. Murley, Ms. Miller, Mr. John Pope, a then-current member of Parent’s board of directors, and Mr. Fish met in person in Lake Forest, Illinois. Ms. Miller reviewed the business, financial and strategic position of Stericycle, based on publicly available information only. Messrs. Pope and Fish indicated Parent’s interest in exploring a potential strategic transaction involving Stericycle. Mr. Murley and Ms. Miller conveyed the Board’s confidence in Stericycle’s standalone business strategy and belief that the stock price was undervalued, but indicated that the Board remained open to explore possible strategic opportunities to enhance

38

value for Stericycle’s stockholders, if the opportunity presented itself. Messrs. Pope and Fish noted that Parent expected to reach out to Stericycle following Stericycle’s earnings releases for the third or fourth quarter of 2023 and inquire at the time about possibly pursuing a strategic transaction involving Stericycle.

On November 2, 2023, Stericycle reported its financial results for the third quarter of 2023.

After Stericycle reported its financial results for the third quarter of 2023, Mr. Fish called Mr. Murley to congratulate Stericycle on the implementation of the ERP system for the regulated waste and compliance service business, as reported on the third quarter earnings call. Mr. Fish expressed interest in continuing discussions between the companies with respect to a potential transaction.

On November 13, 2023, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. The Board reviewed Parent’s interest in exploring a potential transaction involving Stericycle and discussed talking points with respect to such potential transaction for Mr. Murley to convey to Mr. Fish on the call scheduled for the following day. 

On November 14, 2023, Mr. Fish called Mr. Murley to express Parent’s continued interest in exploring a potential transaction to acquire Stericycle. Mr. Fish indicated that Parent would expect to propose an all-cash transaction (a “Proposed Transaction”) at a meaningful premium to the then-current trading price of Stericycle’s common stock. Mr. Murley indicated the Board would be open to having discussions about a Proposed Transaction, but would expect to have an understanding of the valuation range for a Proposed Transaction before proceeding into detailed due diligence. Mr. Fish suggested the parties enter into a customary confidentiality agreement and schedule a management meeting, including with financial advisors, to review selected confidential financial information necessary for Parent to prepare an initial valuation proposal. Mr. Fish also indicated that Parent had engaged outside counsel to evaluate the regulatory aspects of a Proposed Transaction and did not expect any meaningful issues with obtaining regulatory approval.

On November 15, 2023, Mr. Charles Boettcher, Executive Vice President and Chief Legal Officer of Parent, called Mr. Kurt Rogers, Executive Vice President and General Counsel of Stericycle, to discuss the legal aspects of the proposed management meeting. Mr. Boettcher sent a draft confidentiality agreement to Mr. Rogers later that day.

On November 17, 2023, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance, to review the discussions with Parent, discuss the proposed management meeting with Parent and explore potential next steps. Representatives of BofA Securities reviewed various financial and strategic considerations for a Proposed Transaction with Parent and discussed with the Board other potential strategic and private equity parties that could potentially be interested in evaluating a strategic transaction involving Stericycle. The Board discussed that it would expect to reach out, on a confidential basis, to other potentially interested parties at an appropriate time, if Stericycle was considering a potential sale transaction, but determined to wait to see if Parent ultimately submitted a proposal at a valuation range that would provide a basis for further discussions before authorizing such outreach.

Between November 15 and November 21, 2023, Stericycle, Parent, Latham and Vinson & Elkins LLP, Parent’s legal counsel (“V&E”), negotiated and exchanged drafts of a customary confidentiality agreement, which was entered into by Stericycle and Parent on November 21, 2023. The confidentiality agreement included a customary standstill provision, with an exception that permitted Parent to make confidential proposals to the Board, and the standstill provision terminated upon announcement of an alternative transaction for the sale of Stericycle.

On November 24, 2023, Mr. Fish called Mr. Murley to review the proposed timing, agenda and participants for the management meeting to be held on December 7^th.

39

On December 5, 2023, Stericycle management updated the Board in writing regarding the proposed timing, agenda and participants for the December 7^th management meeting, and provided a copy of the presentation materials prepared by Stericycle management for use in the meeting, including Stericycle’s then-current long-range plan to be reviewed with Parent.

On December 7, 2023, representatives of Stericycle and Parent, together with representatives of BofA Securities and Parent’s financial advisor, Centerview Partners LLC (“Centerview”), held a management meeting at Latham’s offices in Chicago, Illinois. Stericycle management reviewed Stericycle’s business, financial and strategic position, as well as Stericycle’s then-current long-range plan. Stericycle management also discussed potential synergies that could be realized by Parent in connection with a Proposed Transaction, representing additional value that could support a premium to be paid to Stericycle’s stockholders. Stericycle management subsequently updated the Board in writing regarding the management meeting.

On December 13, 2023, Centerview provided additional due diligence information requests to BofA Securities and also indicated that Parent did not expect to be in a position to submit a proposal to Stericycle prior to Stericycle’s Board meeting scheduled for December 15, 2023.

On December 15, 2023, the Board held a regular meeting in person, with Stericycle management and representatives of BofA Securities and Latham in attendance. Stericycle management and representatives of BofA Securities provided an update on the December 7^th management meeting with Parent and its advisors, reviewed the information requests received on December 13^th from Parent’s financial advisor, and discussed potential next steps. Latham reviewed the fiduciary obligations of the Board when considering potential strategic transactions, including a potential sale transaction. Representatives of BofA Securities reviewed Stericycle’s strategic, financial and market position, as well as an illustrative preliminary financial analysis with respect to Stericycle on a standalone basis, and also reviewed publicly available information regarding Parent’s business, financial and market position. The Board instructed BofA Securities to respond to Centerview based on its discussion. The Board also discussed the appropriate time to make outbound calls to other parties that might be interested in a strategic transaction involving Stericycle and determined to postpone such outreach to see if Parent ultimately submitted a proposal at a valuation range that would provide a basis for further discussions.

On December 18, 2023, at the direction of the Board, a representative of BofA Securities called a representative of Centerview indicating that the Board was willing to consider strategic alternatives that would enhance stockholder value, but the Board did not consider there to be an immediate need to engage in a Proposed Transaction absent a full and fair proposal from Parent providing substantial value to Stericycle’s stockholders. The representative of BofA Securities indicated that Stericycle only expected to share additional detailed confidential due diligence information in the context of a full and fair proposal from Parent.

On December 28, 2023, a representative of Centerview called a representative of BofA Securities to verbally indicate that Parent would be willing to consider a Proposed Transaction with Stericycle at a price in the “low- to mid-sixties” per share for Stericycle. Centerview also noted the importance of Parent receiving additional confidential due diligence materials to confirm Parent’s view of value before Parent would be willing to deliver a proposed offer.

On January 4, 2024, after discussions with Mr. Murley and other members of the Board, and at the direction of the Board, a representative of BofA Securities called a representative of Centerview to indicate that Stericycle was willing to provide due diligence materials if Parent could increase its potential offer price from the valuation range that had been indicated on December 28, 2023. Centerview acknowledged the request, but indicated that Parent’s ability to increase its proposed offer price would depend on completion of due diligence.

On January 5, 2024, representatives of Centerview and representatives of BofA Securities had a telephonic conversation regarding the proposed offer price, with representatives of BofA Securities indicating that Stericycle would proceed with discussions surrounding a Proposed Transaction.

40

On January 9, 2024, Messrs. Rogers and Boettcher, together with other representatives of Parent, Latham and V&E, held a videoconference to review the timing, attendees and agenda for the January 12^th management meeting. The participants also discussed certain regulatory considerations related to a Proposed Transaction.

On January 12, 2024, representatives of Stericycle and Parent, together with representatives of BofA Securities and Centerview, held a management meeting at Latham’s offices in New York, New York. Stericycle management provided further information regarding Stericycle’s business, financial and strategic position, and addressed supplemental information requests received from Parent and its advisors. Management subsequently updated the Board in writing regarding the January 12, 2024 meeting.

On January 17, 2024, Mr. Fish called Mr. Murley and informed Mr. Murley that he would be meeting with Parent’s board of directors on January 23, 2024 and anticipated providing a proposal to Stericycle thereafter.

On January 24, 2024, a representative of Centerview called a representative of BofA Securities to indicate that, based on the January 12^th management meeting and supplemental information provided to Parent, Parent was willing to offer $60.50 per share (the “Initial Proposal”) in a Proposed Transaction. On the following day, Parent submitted a written non-binding proposal confirming the Initial Proposal.

On January 25, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Management provided an update on the meeting with Parent and financial advisors held on January 12, 2024, and discussed the Initial Proposal. Representatives of BofA Securities reviewed the financial aspects of the Initial Proposal. After discussion, the Board expressed its view that the Initial Proposal did not adequately compensate Stericycle’s stockholders for Stericycle’s growth profile and, accordingly, the Board instructed representatives of BofA Securities to inform Centerview that the per-share price offered in the Initial Proposal did not provide a basis for the Board to authorize further discussions of a Proposed Transaction with Parent. The Board also decided that outreach to other potentially interested parties was not appropriate at this time because the Board had determined not to move forward with further discussions with Parent at that time based on the Initial Proposal. Shortly after the conclusion of the Board meeting, representatives of BofA Securities called representatives of Centerview to indicate that the Board was not prepared to continue discussions with Parent based on the Initial Proposal.

On February 5, 2024, representatives of Centerview sent a premium analysis of select precedent transactions to representatives of BofA Securities. Representatives of BofA Securities responded to representatives of Centerview that the premium analysis should use the unaffected date of the share price as the reference point to accurately capture the premium paid by the buyer in the select precedent transactions. Representatives of Centerview did not engage in further discussions with representatives of BofA Securities on the premium analysis.

On February 28, 2024, Stericycle reported its financial results for the fourth quarter of 2023. The price of Stericycle’s common stock increased following this earnings release, closing at $55.65 per share on February 28, 2024.

On March 22, 2024, having had no material discussions with Parent or its representatives since February 5, 2024, Stericycle delivered a request to Parent to return or destroy all confidential information furnished by Stericycle in connection with a Proposed Transaction.

On April 3, 2024, Parent delivered a revised confidential non-binding proposal to Stericycle (the “April 3^rd Proposal”) offering to acquire Stericycle at a price of $65.00 per share in cash. The April 3^rd Proposal indicated that the Proposed Transaction would not be subject to a financing continency, that the definitive agreement would provide for a sharing of regulatory risk, and that Parent expected that V&E would prepare an initial draft merger agreement for the transaction. The April 3^rd Proposal was subject to due diligence and negotiation of definitive documentation.

41

On April 6, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an overview of the April 3^rd Proposal and reviewed the financial aspects of such proposal. As of close of trading on the Nasdaq on April 3, 2024, the April 3^rd Proposal represented a premium of approximately 27.0% to the then-current share price, a premium of 23.7% to the 30-day volume weighted average price (“VWAP”) of the Stericycle share price and a premium of 29.4% to the 90-day VWAP of the Stericycle share price. Representatives of Latham reviewed the fiduciary obligations of the Board when considering potential sale transactions, as well as the legal considerations relevant to conducting a market check. Representatives of Latham also provided an overview of the key terms of a proposed draft of the Merger Agreement that Latham indicated could be sent to Parent in response to the April 3^rd Proposal, if the Board desired to move forward with transaction discussions. Representatives of BofA Securities also reviewed certain potential strategic and private equity parties that could potentially be interested in evaluating a strategic transaction involving Stericycle. After discussing the potential interest, prior discussions with certain parties, strategic fit and ability to fund a transaction at valuation ranges that were competitive with Parent’s April 3^rd Proposal, the Board instructed representatives of BofA Securities to contact one strategic party, referred to as “Strategic Party B,” and three private equity parties, including Financial Party A and two other private equity sponsors of infrastructure funds, referred to as “Financial Party B” and “Financial Party C”, respectively, to solicit interest in a potential strategic transaction involving Stericycle. It was noted that BofA Securities should reach out to the private equity parties promptly, but that outreach to Strategic Party B should be deferred a few days to first confirm the status of the discussions with Parent. The Board discussed with BofA Securities that Strategic Party A was not likely to be interested in a potential transaction at this time, given its recent strategic focus and other acquisition activity as well as the nature of prior discussions with Strategic Party A, and accordingly determined not to make outreach to Strategic Party A. The Board also instructed representatives of BofA Securities to ask Parent for a revised offer at a price of $70.00 per share, and authorized representatives of Latham to send a draft of the Merger Agreement to V&E.

On April 7, 2024, representatives of BofA Securities called representatives of Centerview to indicate that the Board would support moving forward with a transaction at $70.00 per share in cash. Representatives of BofA Securities also noted that Latham had already prepared a draft of the Merger Agreement to send over to V&E for the transaction. Later that day, Latham sent the initial draft of the Merger Agreement to V&E.

On April 7 and April 8, 2024, representatives of BofA Securities contacted representatives of Financial Party A, Financial Party B and Financial Party C, in each case, to solicit those parties’ interest in exploring a potential transaction involving Stericycle. Each party indicated an interest in evaluating a potential transaction with Stericycle, and subsequently entered into a customary confidentiality agreement with Stericycle. Each confidentiality agreement included a customary standstill provision, with an exception that permitted such party to make confidential proposals to the Board, and the standstill provision terminated upon announcement of an alternative transaction for the sale of Stericycle.

On April 8, 2024, representatives of Centerview and representatives of BofA Securities held telephonic conversations regarding Parent’s proposal and desire to move forward with additional due diligence. Representatives of Centerview indicated that Parent believed its proposal represented full and fair value for Stericycle and that Parent was not prepared to increase its proposal from $65.00 per share at that time, but would remain open to revisiting its offer price if due diligence supported additional value.

On April 9, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on the most recent discussions with Parent, as well as discussions with the three private equity parties contacted by BofA Securities. After discussion, the Board instructed BofA Securities to communicate to Parent that the Board did not expect to proceed with a transaction at $65.00 per share, but that the Board would authorize additional due diligence to enable Parent to improve its proposal. The Board also determined to continue to defer outreach to Strategic Party B at that time.

42

On April 11, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance, during which Stericycle management provided an update on an inquiry that Ms. Miller and Janet Zelenka, Chief Financial Officer of Stericycle, had received from a smaller strategic party in the medical waste disposal industry referred to as “Strategic Party C” as to whether Stericycle was considering a possible sale transaction. Mses. Miller and Zelenka indicated that they had not confirmed the pending transaction discussions, and otherwise had declined to comment on market rumors, consistent with Stericycle practice. The Board discussed the fact that Strategic Party C did not appear to have the financial wherewithal to fund a transaction at valuation ranges competitive with Parent, and accordingly determined not to make outreach to this strategic party. Management also discussed Parent’s due diligence requests and the status of populating a data room to facilitate Parent’s business, financial and legal due diligence review. Representatives of BofA Securities provided updates on the progress and next steps with respect to the three private equity parties.

On April 12, 2024, representatives of Stericycle, Parent and their respective financial and legal advisors held a video conference to review Parent’s proposed due diligence process and timing. It was noted that Stericycle was working to populate an electronic data room, which was expected to be made available to Parent and its representatives the following week.

On April 16, 2024, Stericycle provided Parent and its representatives access to its electronic data room. The information furnished in the electronic data room included Stericycle management’s long-range plan presented to the Board as of February 5, 2024, including the Management Projections summarized under “—Certain Financial Projections” on page 64 of this proxy statement. During the period from April 16, 2024 to the signing of the Merger Agreement on June 3, 2024, Stericycle and its representatives engaged in numerous discussions with, and furnished customary business, financial and legal information to, Parent and its representatives to facilitate Parent’s due diligence review in connection with the Proposed Transaction.

Also on April 16, 2024, representatives of V&E called Latham to review key issues identified by Parent in the draft Merger Agreement, including with respect to the provisions allowing Stericycle to change its recommendation or terminate the Merger Agreement to accept a superior proposal, including the related termination fee payable to Parent by the Company (the “Stericycle Termination Fee”) of 2.0% of transaction equity value proposed by Stericycle to be payable to Parent in such circumstances (collectively referred to as the “fiduciary out provisions”) and provisions that required Parent to take all actions, including litigation, divestiture of assets and behavioral remedies, if necessary to obtain regulatory approvals (referred to as a “hell or high water” provision). Later that day, V&E sent a revised draft of the Merger Agreement to Latham (the “April 16^th Parent Merger Agreement”). The April 16^th Parent Merger Agreement revised the fiduciary out provisions to include unlimited rights for Parent to “match” competing proposals and included a Stericycle Termination Fee of 3.75% of transaction equity value, and also proposed that Parent would not have any obligation to litigate to obtain regulatory approvals, that divestitures and behavioral remedies would not be required with respect to Parent, and that divestitures or remedies with respect to Stericycle could not have a material adverse impact.

On April 18, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on discussions with Parent and also noted that meetings with Financial Party A and Financial Party B had been scheduled, but that Financial Party C had indicated it was not inclined to move forward with discussions at that time. Representatives of Latham provided an overview of the key issues in the April 16^th Parent Merger Agreement, including with respect to the fiduciary out provisions, including the higher Stericycle Termination Fee, and Parent’s proposed package of commitments with respect to regulatory approvals. The Board instructed representatives of Latham to revise the April 16^th Parent Merger Agreement consistent with the discussion at the meeting. In addition, the Board discussed the timing of signing definitive documentation contemplating the Proposed Transaction.

43

On April 19, 2024, representatives of Stericycle and BofA Securities held a management meeting with Financial Party B via videoconference. Stericycle management reviewed Stericycle’s business, financial and strategic position, as well as Stericycle’s long-range plan. Later that day, Stericycle provided Financial Party B access to certain documents in its electronic data room.

On April 21, 2024, Latham sent a revised draft of the Merger Agreement to V&E reflecting the substantive input provided by the Board in its April 18^th meeting, including limiting match rights to only two times in response to a superior proposal, a lower Stericycle Termination Fee of 2.25% of transaction equity value, and reverting to the “hell or high water” provision with respect to regulatory approvals.

On April 22, 2024, at the Board’s instruction, representatives of BofA Securities contacted Strategic Party B to solicit interest in evaluating a potential transaction with Stericycle.

Also on April 22, 2024, Stericycle entered into subject-matter-specific addendums to the confidentiality agreement with Parent, both of which were intended to facilitate due diligence of certain competitively sensitive information and pending legal matters.

On April 23, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on discussions with Parent and its representatives and noted that they did not expect Parent to revisit its offer price prior to Stericycle announcing its first quarter earnings. The Board also discussed timing for additional due diligence with Parent relative to Stericycle’s planned earnings announcement. The Board instructed representatives of Latham to continue to discuss legal issues in the draft Merger Agreement with V&E until Stericycle and Parent aligned on the per-share price to be paid by Parent in the Proposed Transaction.

On April 24, 2024, representatives of Stericycle and BofA Securities held a management meeting with Financial Party A via videoconference. Stericycle management reviewed Stericycle’s business, financial and strategic position, as well as Stericycle’s long-range plan.

Also on April 24, 2024, representatives of Latham held a telephonic conference with V&E to discuss certain legal issues identified by Parent in the draft Merger Agreement previously circulated by Latham, including the fiduciary out provisions, the related Stericycle Termination Fee and the “hell or high water” provision regarding regulatory approvals.

On April 25, 2024, Stericycle reported its financial results for the first quarter of 2024. The price of Stericycle’s common stock declined following this earnings release, closing at $46.51 per share on April 25, 2024.

Also on April 25, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on the management meeting with Financial Party A that took place on April 24, 2024 and the discussions with Financial Party B and Strategic Party B. Representatives of Latham provided an update on the discussion they had with representatives of V&E on April 24, 2024 regarding the legal issues in the draft Merger Agreement.

On April 26, 2024, representatives of Stericycle and Financial Party B met via videoconference to discuss various financial and operational topics including Stericycle’s volume and price trends, business segments and their respective performances and the business’s margin and capital expenditures.

Also on April 26, 2024, V&E sent a revised draft of the Merger Agreement to Latham, reflecting Parent’s positions on the key issues previously discussed (the “April 26^th Parent Merger Agreement”).

On April 29, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance, to review the status of discussions with Parent and other potentially interested parties. Representatives of BofA Securities provided an update regarding the discussions with Parent, noting that Parent had indicated a target signing date of “mid-May,” subject to

44

completion of due diligence and negotiation of definitive documents. Representatives of Latham reviewed the April 26^th Parent Merger Agreement, noting that the key issues remained the same as the April 16^th Parent Merger Agreement, including with respect to the fiduciary out provisions and Parent’s commitments with respect to regulatory approvals, but indicating that Latham anticipated the parties could reach resolution on these key issues at the same time that the parties reengaged on price negotiations.

On April 29, 2024, Financial Party B had a call with representatives of BofA Securities to advise that Financial Party B did not expect to be able to offer more than the “low- to mid-fifties” per share and, accordingly, would not continue in the process. Also on April 29, 2024, Strategic Party B indicated to representatives of BofA Securities that it was not interested in evaluating a potential transaction with Stericycle at that time and declined to enter into a confidentiality agreement with Stericycle.

On April 30, 2024, Mr. Fish called Mr. Murley to provide an update on Parent’s timing and process related to the Proposed Transaction. Mr. Fish indicated that Parent was concerned about the decline in Stericycle’s stock price following its first quarter earnings announcement and would need to focus, among other things, on the prior US RWCS ERP implementation and related challenges Stericycle experienced due to associated billing and collection delays.

Also on April 30, 2024, Stericycle provided Financial Party A access to certain documents in its electronic data room.

At various points throughout May 2024, Stericycle, Parent and their respective advisors held due diligence calls to discuss, among other things, Stericycle’s ERP implementation, pending investigations and regulatory matters previously disclosed by Stericycle in its public filings, data privacy and cybersecurity practices, and Stericycle’s approach to compliance and environmental, health and safety matters.

On May 2, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance, to obtain an update on the discussions with Parent and other potentially interested parties. Mr. Murley updated the Board on his call with Mr. Fish. Stericycle management reviewed the due diligence meetings with Parent, including Parent’s questions about the status of Stericycle’s ERP implementation and related matters. Representatives of BofA Securities provided an update on discussions with the remaining interested private equity parties.

On May 6, 2024, Ms. Zelenka had a telephonic conversation with a representative of Strategic Party C. The party reiterated that it had heard that Stericycle was considering a strategic transaction, possibly with a private equity firm, and that it would like to be considered as a strategic partner in a possible transaction. Ms. Zelenka did not confirm the pending transaction discussions but let Strategic Party C know that the substance of their prior comments had been shared with the Board.

Also on May 6, 2024, representatives of Stericycle held discussions with Financial Party A at an industry conference to discuss Stericycle’s culture and management team, as well as due diligence topics that Financial Party A requested to cover in a subsequent meeting, which took place on May 9, 2024.

On May 7, 2024, representatives of Stericycle held discussions with a private equity sponsor at an industry conference, referred to as “Financial Party D” to discuss Financial Party D’s investment approach and its interest in a potential strategic transaction involving Stericycle.

Also on May 8, 2024, Latham sent a revised draft of the Merger Agreement to V&E. The revised draft generally maintained Stericycle’s prior positions on key issues, including the fiduciary out provisions, “hell or high water” regulatory covenant and a lower Stericycle Termination Fee of 2.25% of transaction equity value.

On May 9, 2024, representatives of Stericycle and Financial Party A held a due diligence call to discuss, among other things, Stericycle’s revenue management. On the same day, Financial Party C contacted BofA Securities to communicate that Financial Party C was not prepared to continue discussions for a potential

45

transaction at that time, referencing that Financial Party C did not expect to be able to make a compelling offer relative to current Stericycle trading levels as well as other competing investment opportunities. Also on the same day, BofA Securities received an inbound inquiry regarding a potential transaction involving Stericycle from a private equity sponsor, referred to as “Financial Party E.”

On May 13, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on due diligence being conducted by Parent. Representatives of BofA Securities reviewed the inbound inquiries from Financial Party D and Financial Party E, and the Board instructed representatives of BofA Securities to engage in a discussion with each of Financial Party D and Financial Party E to understand its interest in a potential transaction involving Stericycle. Representatives of BofA Securities also noted that none of Strategic Party B, Financial Party B or Financial Party C remained in the process, and that they expected to hear back from Financial Party A in the next week. Representatives of BofA Securities also provided an update on Stericycle’s stock price performance and market position, and reviewed an updated illustrative preliminary financial analysis with respect to the April 3^rd Proposal. Representatives of Latham reviewed the key issues in the Merger Agreement, which remained largely unchanged from the prior Board discussion of the Merger Agreement.

On May 15, 2024, representatives of BofA Securities held discussions with each of Financial Party D and Financial Party E, respectively, to understand their level of due diligence on Stericycle, based on publicly available information, to support a potential indication of interest. Each of Financial Party D and Financial Party E indicated that they would potentially provide feedback in the following week.

On May 18, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on due diligence being conducted by Parent, as well as the discussions with Financial Party D and Financial Party E held on May 15, 2024. Representatives of BofA Securities noted that they expected to hear back from Financial Party A later that day.

Also on May 18, 2024, Financial Party A contacted representatives of BofA Securities to indicate that Financial Party A was not prepared to continue discussions for a potential transaction at that time, noting that it did not expect to be able to offer a compelling offer relative to current Stericycle trading levels.

On May 21, 2024, Parent delivered a revised non-binding proposal to Stericycle (the “May 21^st Proposal”) offering to acquire Stericycle for a price of $62.00 per share. Parent indicated that the decrease in the per-share price of the May 21^st Proposal was due to the additional technology investment that Parent’s information technology advisor identified would be needed after the consummation of the Proposed Transaction, the delay in Parent’s ability to realize synergies and Stericycle’s ongoing costs with respect to certain pending legal matters. The May 21^st Proposal proposed that: (i) Parent’s antitrust commitments exclude the obligation to litigate to defend the Proposed Transaction and to divest or accept behavioral remedies if such divestitures or remedies would result in a specifically defined “burdensome condition” and (ii) the Stericycle Termination Fee be increased to 3.75% of the equity value of the Proposed Transaction, which Stericycle Termination fee would be payable, e.g., if Stericycle terminated the Merger Agreement to accept a higher offer to acquire Stericycle.

On May 21 and 22, 2024, the Board held a regular meeting in person. In a session of the Board meeting held on May 22, 2024, the Board, with Stericycle management and representatives of BofA Securities and Latham in attendance, reviewed Parent’s May 21^st Proposal. Representatives of BofA Securities reviewed an updated illustrative preliminary financial analysis with respect to the May 21^st Proposal. In addition, representatives of Latham reviewed the proposed legal terms of the Merger Agreement contemplated by the May 21^st Proposal, including with respect to the fiduciary out provision (and related Stericycle Termination Fee) and Parent’s obligations with respect to obtaining regulatory approvals. After discussion, the Board instructed the representatives of BofA Securities to make a counteroffer to representatives of Parent at a price per share of $63.50 and with a Stericycle Termination Fee equal to 3.0% of the equity value of the Proposed Transaction. In addition, the Board instructed management and its advisors to negotiate for (i) a higher level of obligations from Parent with respect to

46

regulatory approvals to increase certainty that the Proposed Transaction would ultimately be consummated (but recognizing that Parent would not accept the hell or high water provision) and (ii) a reverse termination fee payable by Parent to Stericycle of 6% of the transaction equity value of the Proposed Transaction payable to Stericycle if the Proposed Transaction is not consummated because required regulatory approvals are not obtained.

Later on the same day, representatives of BofA Securities called Centerview, and representatives of Latham separately called V&E, to convey the Board’s responses to the May 21^st Proposal, as instructed by the Board, including a counterproposal of $63.50 per share, along with counterproposals on certain key terms.

On May 23, 2024, Parent submitted a further revised non-binding proposal to Stericycle (the “May 23^rd Proposal”) which reaffirmed the offer price of $62.00 per share, accepted antitrust commitments to litigate and divest assets or accept behavioral remedies if such remedies would result in a loss of less than $25,000,000 of the projected annual EBITDA from Parent and/or Stericycle, accepted 3.0% of the equity value of the Proposed Transaction as the Stericycle Termination Fee, and countered with 4.5% of the equity value of the Proposed Transaction for the reverse termination fee payable by Parent to Stericycle.

On May 24, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance, to discuss the May 23^rd Proposal. Representatives of BofA Securities reviewed an updated illustrative preliminary financial analysis with respect to the May 23^rd Proposal and representatives of Latham reviewed the potential responses to the legal terms in the May 23^rd Proposal. After discussion, the Board indicated that Mr. Murley should contact Mr. Fish to seek an increase in Parent’s proposal to $63.00 per share. After representatives of BofA Securities left the meeting, Stericycle management and the Board reviewed the terms of the proposed formal engagement letter with BofA Securities with respect to the proposed Transaction, which had previously been negotiated by management with the input of certain members of the Board. The Board then approved the BofA Securities engagement letter, which was subsequently entered into on May 25, 2024.

Also on May 24, 2024, a media outlet reported that Stericycle was considering a potential sale. Stericycle declined to comment on this report. The closing price per share of Stericycle common stock on the Unaffected Date was $44.75 per share.

Later on the same day, Mr. Murley held a telephonic conversation with Mr. Fish during which Mr. Murley indicated the importance of Parent’s commitment to enter into a definitive Merger Agreement on or prior to June 3, 2024 in light of the media reports regarding a potential sale and requested that Parent increase the per-share offer price to $63.00. Mr. Fish indicated that $62.00 per share was Parent’s best and final offer and, on the next day, responded that the timeline to enter into a definitive Merger Agreement by June 3, 2024 would be achievable subject to completing due diligence and finalizing the remaining open items in the transaction documents.

On May 26, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives from BofA Securities and Latham in attendance. Mr. Murley relayed his conversation with Mr. Fish, including Mr. Fish’s statement that the $62.00 per share offer in the May 23^rd Proposal was Parent’s best and final offer, but that Parent would work to sign definitive documentation on or prior to June 3, 2024. Representatives of BofA Securities reviewed an illustrative preliminary financial analysis with respect to the May 23^rd Proposal. After discussion, the Board then instructed Stericycle management and its advisors to finalize negotiations with Parent on the basis of the $62.00 per share offer.

Between May 26, 2024 and June 2, 2024, representatives of Stericycle and its advisors engaged in numerous discussions with, and furnished customary business, financial and legal information to, Parent and its representatives to complete its due diligence review in connection with the Proposed Transaction. In addition, Latham and V&E exchanged drafts of the Merger Agreement, including related disclosure schedules, resulting in a final form Merger Agreement to be presented for consideration by the Board on June 2, 2024.

Between May 28 and May 30, 2024, representatives of BofA Securities received inbound inquiries regarding a potential transaction involving Stericycle from Financial Party D, Financial Party E, five additional

47

private equity sponsor parties and two additional strategic parties. In response to each inquiry, representatives of BofA Securities encouraged each party to share any views on value if the party was interested in exploring such a potential transaction, but no party did so.

On June 1, 2024, BofA Securities furnished written disclosures to the Board regarding its material relationships with Stericycle and Parent, respectively.

On June 2, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance, to discuss the outcome of negotiations. The final version of the Merger Agreement was made available for the Board to review in advance of the meeting, although certain issues in the accompanying disclosure schedules remained to be finalized. Representatives of Latham reviewed the fiduciary duties of the Board in connection with the Proposed Transaction, as well as the key terms of the final version of the Merger Agreement. Representatives of BofA Securities reviewed their financial analysis of the proposed merger consideration of $62.00 per share. In light of the open issues in the disclosure schedules accompanying the Merger Agreement, the Board determined to reconvene later in the evening to consider resolutions to approve the Merger Agreement and the Merger.

Representatives of Latham and V&E then held a meeting via videoconference to resolve the open issues in the disclosure schedules accompanying the Merger Agreement and finalized the document to be considered by the Board for approval.

Later on June 2, 2024, the Board reconvened the special meeting via videoconference, with Stericycle management and representatives of BofA Securities and Latham in attendance. Latham reported on the resolution of the open issues in the disclosure schedules and noted that the execution versions of the Merger Agreement and the accompanying disclosure schedules had been made available for the Board to review. At the request of the Board, BofA Securities reviewed with the Board its financial analysis of the $62.00 per share merger consideration and delivered to the Board its oral opinion, which was confirmed by delivery of a written opinion dated June 2, 2024, to the effect that, as of that date and based on and subject to various assumptions and limitations described in such opinion, the per-share merger consideration of $62.00 to be received in the Merger by holders of Stericycle common stock (other than Excluded Shares and Dissenting Shares) was fair, from a financial point of view, to such holders.

After further discussion, the Board unanimously approved and declared advisable the Proposed Transaction and the execution by Stericycle of the Merger Agreement, to be effective June 3, 2024, and recommended that Stericycle stockholders vote to adopt the Merger Agreement and approve the Proposed Transaction.

Stericycle and Parent then executed the Merger Agreement, effective 12:01 a.m., Central Time on June 3, 2024. Stericycle and Parent issued a joint press release announcing the execution of the Merger Agreement on June 3, 2024, prior to the opening of trading in Stericycle common stock on Nasdaq.

Recommendation of Our Board of Directors and Reasons for the Merger

Recommendation of Our Board of Directors

The Board, after consulting with its financial advisor and outside legal counsel and carefully reviewing and considering various factors described in “—Reasons for the Merger,” unanimously (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (ii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Stericycle and its stockholders; (iii) directed that the Merger Agreement be submitted to the stockholders of Stericycle for adoption at the special meeting; and (iv) recommended that Stericycle’s stockholders adopt the Merger Agreement.

The Board recommends that you vote: (i) “FOR” the Merger Proposal; (ii) “FOR” the Adjournment Proposal; and (iii) “FOR” the Compensation Proposal.

48

Reasons for the Merger

At a meeting of the Board on June 2, 2024, the Board unanimously (i) approved, adopted and declared advisable the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (ii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of Stericycle and its stockholders; (iii) directed that the Merger Agreement be submitted to the stockholders of Stericycle for its adoption at the special meeting; and (iv) recommended that Stericycle’s stockholders adopt the Merger Agreement.

In reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Merger Agreement be adopted by Stericycle’s stockholders, the Board evaluated the Merger Agreement and the Merger with Stericycle’s management and Stericycle’s legal and financial advisors and carefully considered a number of factors, including the following material factors:

49

50

The Board also considered a variety of risks and other potentially negative factors with respect to the Merger Agreement and the Merger, including the following material negative factors:

51

After taking into account the material factors set forth above, as well as others, the Board concluded that the potential benefits of the Merger to Stericycle’s stockholders outweighed the potentially negative factors associated with the Merger. Accordingly, the Board unanimously determined that the Merger Agreement and the Merger are advisable, fair to and in the best interests of Stericycle and its stockholders and recommends that the stockholders of Stericycle approve and adopt the Merger Agreement.

The foregoing discussion summarizes the material factors considered by the Board, but is not intended to be exhaustive and is not listed in the relative order of importance. In light of the variety of factors considered in connection with its evaluation of the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Moreover, each member of the Board applied his or her own business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination and recommendation. The Board based its recommendation on the totality of the information presented, including its discussions with Stericycle’s executive management and its financial advisors and outside legal counsel. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Concerning Forward-Looking Statements” on page 33 of this proxy statement.

Opinion of BofA Securities

Stericycle retained BofA Securities to act as its financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Stericycle selected BofA Securities to act as its financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with Stericycle and its business.

52

On June 2, 2024, at a meeting of the Board held to evaluate the Merger, representatives of BofA Securities delivered to the Board the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated June 2, 2024, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the Merger Consideration to be received in the Merger by holders of Stericycle common stock (other than holders of Excluded Shares or Dissenting Shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix C to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Stericycle or in which Stericycle might engage or as to the underlying business decision of Stericycle to proceed with or effect the Merger. BofA Securities’ opinion does not constitute a recommendation as to how any holder of Stericycle common stock should vote or act in connection with the Merger or any related matter.

In connection with rendering its opinion, BofA Securities has, among other things:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Stericycle that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Forecasts, BofA Securities was advised by Stericycle, and assumed, that

53

they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Stericycle as to the future financial performance of Stericycle. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Stericycle or any other entity, nor did it make any physical inspection of the properties or assets of Stericycle or any other entity. BofA Securities did not evaluate the solvency or fair value of Stericycle or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Stericycle, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Stericycle or the Merger (or the contemplated benefits thereof). BofA Securities also assumed, at the direction of Stericycle, that the final executed Merger Agreement would not differ in any material respect from the execution version of the Merger Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Stericycle common stock (other than holders of Excluded Shares and Dissenting Shares) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Stericycle or in which Stericycle might engage or as to the underlying business decision of Stericycle to proceed with or effect the Merger. In addition, BofA Securities expressed no view or opinion with respect to, and BofA Securities relied, with the consent of Stericycle, upon the assessments of representatives of Stericycle regarding legal, regulatory, accounting, tax and similar matters relating to Stericycle and the Merger (including the contemplated benefits thereof) as to which BofA Securities understood that Stericycle obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any related matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, Stericycle imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the section entitled “—Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

54

Summary of Material Company Financial Analyses

Sum-of-the Parts Selected Publicly Traded Companies Analysis

BofA Securities performed a sum-of-the-parts selected publicly traded companies analysis for Stericycle by separately deriving approximate implied enterprise value reference ranges for (i) Stericycle’s North American Regulated Waste and Compliance Services business (“RWCS North America”), (ii) Stericycle’s North American Secure Information Destruction services business (“SID North America”) and (iii) Stericycle’s international Regulated Waste and Compliance and Secure Information Destruction businesses (“International”).

BofA Securities reviewed publicly available financial and stock market information for (i) selected publicly traded environmental services companies (“Environmental Services Selected Companies”), (ii) selected publicly traded route-based companies (“Route-Based Selected Companies”), and (iii) selected international publicly traded environmental services and route-based companies (“International Selected Companies”), as set forth in the table below.

BofA Securities reviewed, among other things, the enterprise values for each of the Environmental Services Selected Companies, Route-Based Selected Companies and International Selected Companies, calculated as equity value based on closing share prices of the applicable selected company on May 31, 2024, plus debt and debt-like items, preferred equity and non-controlling interest (each, as applicable), and less cash and cash equivalents (as applicable), as a multiple of estimated calendar year 2024 adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA (“EV / 2024E Adj. EBITDA”), for the applicable company. Financial data of the selected publicly traded companies were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of May 31, 2024.

The results of this review were as follows:

55

Based on BofA Securities’ review of the EV / 2024E Adj. EBITDA multiples observed for the Environmental Services Selected Companies, Route-Based Selected Companies and International Selected Companies, and on its professional judgment and experience, BofA Securities calculated a range of implied enterprise values for each of Stericycle’s businesses by applying (i) an EV / 2024E Adj. EBITDA multiple reference range of 13.0x to 15.0x to the estimates of calendar year 2024 adjusted EBITDA for Stericycle’s RWCS North America business, as reflected in the Forecasts, (ii) an EV / 2024E Adj. EBITDA multiple reference range of 9.0x to 11.0x to the estimates of calendar year 2024 adjusted EBITDA for Stericycle’s SID North America business, as reflected in the Forecasts, and (iii) an EV / 2024E Adj. EBITDA multiple reference range of 6.0x to 8.0x to the estimates of calendar year 2024 adjusted EBITDA for Stericycle’s International business, as reflected in the Forecasts. BofA Securities then calculated an implied equity value per share reference range for Stericycle (rounded to the nearest $0.25) by deducting from the combined range of such implied enterprise values Stericycle’s net debt and non-controlling interest as of March 31, 2024, based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle, and dividing the results by a number of fully-diluted shares of Stericycle common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Stericycle).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the Merger Consideration and the Unaffected Share Price.

Selected Publicly Traded Companies Analysis

BofA Securities reviewed publicly available financial and stock market information for Stericycle and the selected publicly traded companies listed above under the caption “Sum-of-the Parts Selected Publicly Traded Companies Analysis.”

BofA Securities reviewed, among other information, (i) EV / 2024E Adj. EBITDA multiples for each of the selected publicly traded companies (calculated as described above under the caption “Sum-of-the Parts Selected Publicly Traded Companies Analysis”), (ii) the closing share prices as of May 31, 2024 for each of the selected publicly traded companies, as a multiple of estimated adjusted earnings per share for calendar year 2024 (“P / 2024E Adj. EPS”) for the applicable company, and (iii) equity value, calculated based on closing share prices of each selected company as of May 31, 2024, as a multiple of estimated free cash flow for calendar year 2024 (“Equity Value / 2024E FCF”) for the applicable company. Financial data of the selected publicly traded companies were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of May 31, 2024. Financial data of Stericycle were based on Wall Street research analysts’ estimates published by NASDAQ IR and Refinitiv on the Unaffected Date.

56

The results of this review were as follows:

* Note: N/A = Not Applicable; information not publicly available

BofA Securities also calculated and compared the following current and historical average multiples for the Environmental Services Selected Companies as a group and for Stericycle: (i) enterprise value to next twelve-months (“NTM”) estimated adjusted EBITDA multiples, (ii) equity value to NTM estimated free cash flow multiples, and (iii) price to NTM adjusted earnings per share multiples, in each case, as of the Unaffected Date and for the one-year, two-year, three-year and five-year periods ending on the Unaffected Date. Financial data of the Environmental Services Selected Companies and Stericycle were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of May 31, 2024. The current and historical average multiples observed for the Environmental Services Selected Companies as a group and for Stericycle were as follows:

Enterprise Value / NTM Adj. EBITDA

57

Equity Value / NTM Free Cash Flow

Price / NTM Adj. Earnings Per Share

Based on BofA Securities’ review of (i) the EV / 2024E Adj. EBITDA multiples, the P / 2024E Adj. EPS multiples and the Equity Value / 2024E FCF multiples observed for the selected publicly traded companies, and (ii) the current and historical average multiples observed for the Environmental Services Selected Companies as a group and for Stericycle, and based on its professional judgment and experience, BofA Securities (1) applied an EV / 2024E Adj. EBITDA multiple reference range of 11.5x to 14.5x to the estimates of calendar year 2024 adjusted EBITDA for Stericycle as reflected in the Forecasts, deducted from the resulting range of implied enterprise values Stericycle’s net debt and non-controlling interest as of March 31, 2024 (based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle), and divided the results by a number of fully-diluted shares of Stericycle common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Stericycle) (2) applied a P / 2024E Adj. EPS multiple reference range of 21.0x to 26.0x to the estimates of adjusted earnings per share for calendar year 2024 for Stericycle as reflected in the Forecasts, and (3) applied an Equity Value / 2024E FCF multiple reference range of 21.0x to 28.0x to the estimates of free cash flows for calendar year 2024 for Stericycle as reflected in the Forecasts and divided the results by a number of fully-diluted shares of Stericycle common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Stericycle), in each case, to calculate implied equity value per share reference ranges for Stericycle (rounded to the nearest $0.25).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the Merger Consideration and the Unaffected Share Price.

No selected publicly traded company used in this analysis is identical or directly comparable to Stericycle. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Stericycle was compared.

58

Selected Precedent Transactions Analysis

BofA Securities reviewed, to the extent publicly available, financial information relating to the selected transactions listed in the table below involving acquisitions of publicly traded companies in the environmental services and route-based industries announced since 2011 and Stericycle.

BofA Securities reviewed the enterprise values implied for each target company, calculated as equity value based on offer value of each target company, plus debt and non-controlling interest (each, as applicable), and less cash and cash equivalents (as applicable), each as publicly disclosed prior to the announcement of the applicable transaction, as a multiple of estimates of the target company’s trailing twelve month adjusted EBITDA at the time of announcement of the applicable transaction (“LTM Adj. EBITDA”) and based on publicly available information at that time. Other financial data relating to each of the selected transactions and target companies were derived from the transaction parties’ public filings. BofA Securities also reviewed the enterprise values implied for Stericycle, calculated as equity value based on (i) the Unaffected Share Price and (ii) the Merger Consideration, in each case plus Stericycle’s net debt and non-controlling interest as of March 31, 2024 (based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle), as a multiple of Stericycle’s LTM Adj. EBITDA for the 12 months ended March 31, 2024 (based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle).

59

60

Based on BofA Securities’ review of the enterprise values to adjusted EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities applied an enterprise value to adjusted EBITDA multiple reference range of 11.0x to 16.0x to Stericycle’s adjusted EBITDA for the 12 months until March 31, 2024, based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle.

BofA Securities then calculated an implied equity value per share reference range for Stericycle (rounded to the nearest $0.25) by deducting from this range of implied enterprise values Stericycle’s net debt and non-controlling interest as of March 31, 2024, based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle, and dividing the results by a number of fully-diluted shares of Stericycle common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Stericycle).

61

This analysis indicated the following approximate implied equity value reference range per share for Stericycle, as compared to the Merger Consideration and the Unaffected Share Price:

No selected precedent transaction used in this analysis or the applicable target company is identical or directly comparable to Stericycle or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics, market conditions and other factors that could affect the acquisition or other values of the companies or transactions to which Stericycle and the Merger were compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of Stericycle to calculate a range of implied present values per share of Stericycle common stock utilizing estimates of the standalone, unlevered, after-tax free cash flows Stericycle was expected to generate over the period from the second quarter of calendar year 2024 through the end of calendar year 2028, based on the Forecasts. BofA Securities calculated a terminal value for Stericycle by applying an assumed perpetuity growth rate range of 3.00% to 4.00%, based on BofA Securities’ professional judgment and experience, to the terminal year unlevered free cash flows based on the Forecasts. The unlevered free cash flows and the terminal values were discounted to March 31, 2024, utilizing mid-year discounting convention, and using discount rates ranging from 8.50% to 10.00%, which were based on an estimate of Stericycle’s weighted average cost of capital, derived using the capital asset pricing model, which took into account, among other things, the risk-free rate, the relevant levered and unlevered beta, Stericycle’s capital structure, and the historical equity risk premium.

BofA Securities then calculated an implied equity value per share reference range for Stericycle (rounded to the nearest $0.25) by deducting from this range of present values Stericycle’s net debt and non-controlling interest as of March 31, 2024, based on information in Stericycle’s public filings and approved for BofA Securities’ use by the management of Stericycle, and dividing the results by a number of fully-diluted shares of Stericycle common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Stericycle).

This analysis indicated the following approximate implied equity value reference range per share (rounded to the nearest $0.25) for Stericycle, as compared to the Merger Consideration and the Unaffected Share Price:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion but were referenced solely for informational purposes, including, among other things the following:

52-Week Trading Range. BofA Securities reviewed the trading range of Stericycle common stock for the 52-week period May 31, 2024, which was $39.18 to $55.65.

Wall Street Analysts Price Targets. BofA Securities reviewed four publicly available equity research analyst price targets for shares of Stericycle’s common stock as of the Unaffected Date, which indicated a present value of $45.25 to $67.75 when discounted by one year at Stericycle’s estimated mid-point cost of equity of 10.5%,

62

derived using the capital asset pricing model. BofA Securities observed that the median of analyst price targets was $62.00 and the mean of analyst price targets was $62.25.

Miscellaneous

As noted above, the discussion set forth above in the section entitled “—Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Stericycle. The estimates of the future performance of Stericycle in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to the holders of shares of Stericycle common stock (other than holders of Excluded Shares or Dissenting Shares) of the Merger Consideration to be received by such holders in the Merger and were provided to the Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Stericycle or Stericycle common stock.

The type and amount of consideration payable in the Merger was determined through negotiations between Stericycle and Parent, rather than by any financial advisor, and was approved by the Board. The decision to enter into the Merger Agreement was that of the Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board, Stericycle’s management or any other party with respect to the Merger or the Merger Consideration.

Stericycle has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of approximately $45 million, $2.5 million of which was payable upon delivery of BofA Securities’ opinion and the remainder of which is payable contingent upon consummation of the Merger. In addition, Stericycle has agreed to reimburse certain of BofA Securities’ expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities’ engagement.

BofA Securities and its affiliates comprise a full-service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other

63

securities or financial instruments (including derivatives, bank loans or other obligations) of Stericycle, Parent and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Stericycle and certain of its subsidiaries and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as lender in connection with certain commercial loans and credit facilities, (ii) having acted or acting as financial advisor in connection with certain business divestitures, (iii) providing foreign exchange services, (iv) providing certain insurance products, and (v) providing certain treasury, commercial credit card and liquidity services. From June 1, 2022, through May 31, 2024, BofA Securities and its affiliates derived aggregate revenues from Stericycle and certain of its subsidiaries of approximately $9 million for corporate and/or investment banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Parent, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as lender or arranger in connection with certain commercial lending and leasing arrangements, (ii) having acted or acting as underwriter or syndication agent in connection with certain debt capital markets transactions, (iii) providing foreign exchange services, (iv) providing certain insurance and investment management products, and (v) providing certain treasury, commercial credit card and liquidity services. From June 1, 2022, through May 31, 2024, BofA Securities and its affiliates derived aggregate revenues from Parent of approximately $24 million for corporate and/or investment banking services and, as of the date of this proxy statement, BofA Securities estimates that the aggregate revenues BofA Securities and its affiliates will derive from Parent and certain of its affiliates, for concurrent or future investment and corporate banking services during the two years following the date of its opinion, will be not less than such amount.

As of May 31, 2024, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding Stericycle common stock having a market value of approximately $2.2 million as of such date, representing less than 0.5% of the outstanding Stericycle common stock as of such date, and (ii) outstanding Parent common stock having a market value of approximately $270 million as of such date, representing less than 0.5% of the outstanding Parent common stock as of such date.

Certain Financial Projections

Although Stericycle historically has provided annual guidance and a long-term financial outlook, Stericycle does not, as a matter of course, publicly disclose detailed internal projections of its future financial performance, revenue, earnings, EBITDA, financial condition or other results. As part of the Board’s regular process for evaluating Stericycle’s business, strategic and financial position, Stericycle management prepared a customary long range plan that was presented to, and approved by, the Board at its meeting held on February 5, 2024. The long range plan contains certain non-public, unaudited, stand-alone financial projections for Stericycle (the “Management Projections”). The Management Projections were authorized for use by Stericycle’s financial advisor for purposes of its financial analyses and opinion summarized under “—Opinion of BofA Securities” on page 52 of this proxy statement and were also furnished to Parent in connection with its due diligence review of Stericycle. The Management Projections reflect key considerations and assumptions as to the future financial performance of Stericycle, including assumptions regarding Stericycle’s end markets (including the health care industry) price and volume growth of Stericycle’s two core businesses, operating results, competitive conditions, implementing a new system in our international markets, unlocking North America ERP benefits and other strategic initiatives, execution of strategic initiatives, operationalizing the McCarran, Nevada incinerator, level of capital expenditures, changes in interest rates, changes in effective tax rates and cash tax rates, and foreign exchange rates, commodity pricing (e.g., fuel and sorted office paper), cost inflation and working capital improvements, free cash flow utilized to pay down debt, and improvements to days sales and days payable outstanding.

64

The Management Projections are included in the table below. The inclusion of this information should not be regarded as an indication that Stericycle, its financial advisors or any of their respective representatives or any other recipient of this information considered, or now considers, the Management Projections to be necessarily predictive of future results. Stericycle’s management advised the Board that the Management Projections represent Stericycle’s management’s best estimates, at that time, of the future financial performance of Stericycle and its business as currently configured as a stand-alone publicly listed company.

The following table summarizes the Management Projections as described above.

Management Projections

Stericycle’s ability to achieve the results set forth in the Management Projections are expressly dependent upon certain assumptions, including with respect to broad trends in the regulated waste and secure information destruction markets. The Management Projections were not prepared with a view to public disclosure and are included herein only because such information was made available as described above. The Management Projections were not prepared with a view to comply with accounting principles generally accepted in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young LLP, Stericycle’s independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly, assumes no responsibility for them and expresses no opinion on them. The Management Projections included herein have been prepared by, and are the responsibility of, Stericycle’s management.

Although a summary of the Management Projections is presented with numerical specificity, the Management Projections reflect numerous variables, assumptions and estimates as to future events, including the achievement of various initiatives and risks to the achievement of such initiatives and operations and financial performance, made by Stericycle’s management that Stericycle’s management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to Stericycle’s management at the time the Management Projections were prepared. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results.

65

Important factors that may cause actual results to deviate from the Management Projections include, among others, the risk that the Merger disrupts Stericycle’s current plans and operations or diverts management’s attention from Stericycle’s ongoing business, the effect of the announcement of the Merger on the ability of Stericycle to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, decreases in the volume of regulated wastes or personal and confidential information collected from customers, disruptions resulting from deployment of systems, disruptions in Stericycle’s supply chain, disruptions in or attacks on data information technology systems, labor shortages, a recession or economic disruption in the U.S. and other countries, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, sorted office paper pricing volatility or pricing volatility in other commodities, changes in the volume of paper processed by Stericycle’s secure information destruction business and the revenue generated from the sale of sorted office paper, inflationary cost pressure affecting labor, supply chain, energy and other expenses, foreign exchange rate volatility in the jurisdictions in which Stericycle operates, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, the outcome of pending, future or settled litigation or investigations, charges related to portfolio optimization or the failure of acquisitions or divestitures to achieve the desired results, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in Stericycle’s credit agreements and senior notes, rising interest rates or a downgrade in Stericycle’s credit rating resulting in an increase in interest expense, political, economic, war and other risks related to Stericycle’s foreign operations, pandemics and the resulting impact on the results of operations, long-term remote work arrangements which may adversely affect Stericycle’s business, restrictions on the ability of Stericycle’s team members to travel, closures of Stericycle’s facilities or the facilities of Stericycle’s customers and suppliers, weather and environmental changes related to climate change, requirements of customers and investors for net carbon zero emissions strategies, the introduction of regulations for greenhouse gases, which could negatively affect Stericycle’s costs to operate, and failure to maintain an effective system of internal control over financial reporting.

In addition, the Management Projections do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. Since the Management Projections cover multiple years, that information by its nature becomes less predictive with each successive year. The inclusion of this information should not be regarded as an indication that the Board, Stericycle, Stericycle’s financial advisor or Parent, or any of their respective representatives and affiliates, or any other recipient of this information considered, or now considers, the Management Projections to be material information of Stericycle or that actual future results will necessarily reflect the Management Projections, and the Management Projections should not be relied upon as such. The summary of the Management Projections is not included herein to induce any stockholder to vote in favor of the Merger Proposal, the Adjournment Proposal, or the Compensation Proposal or to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to shares of Stericycle common stock.

The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements, risk factors and other information regarding Stericycle contained in Stericycle’s public filings with the SEC. See “Where You Can Find More Information; Incorporation by Reference” on page 120 of this proxy statement.

The Management Projections are forward-looking statements. For information on factors that may cause Stericycle’s future results to materially vary, see “Cautionary Statement Concerning Forward-Looking Statements” on page 33 of this proxy statement.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Management Projections to reflect the occurrence of future

66

events or changes in general economic or industry conditions, even if the assumptions underlying the Management Projections are shown to be in error. By including in this proxy statement a summary of certain financial projections, neither Stericycle nor any of its representatives or advisors, nor Parent or any of its representatives and affiliates, makes any representation to any person regarding the ultimate performance of Stericycle compared to the information contained in such financial projections and should not be read to do so.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to unduly rely on the Management Projections included herein.

Certain of the measures included in the Management Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP and non-GAAP financial measures as used by Stericycle may not be comparable to similarly titled amounts used by other companies.

Interests of the Directors and Executive Officers of Stericycle in the Merger

When considering the recommendation of the Board that you vote “FOR” the Merger Proposal, you should be aware that certain of our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder generally. The Board was aware of these interests in, among other matters, approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by the stockholders of Stericycle. See “—Background of the Merger” and “—Recommendation of Our Board of Directors and Reasons for the Merger” on pages 37 and 48 of this proxy statement, respectively. You should take these interests into account in deciding whether to vote “FOR” the approval of the Merger Agreement.

These interests are described in more detail below, and certain of them, including the compensation that may become payable in connection with the Merger to our named executive officers are subject to a non-binding, advisory vote of the stockholders of Stericycle and are quantified in the narrative below and in “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation” on page 113 of this proxy statement.

Treatment of Equity Awards and the Company ESPP

Under the Merger Agreement, the equity awards held by Stericycle’s directors and executive officers and the Company ESPP will be treated as follows:

Company Options

At the Effective Time, each Company Option that is fully vested and outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof or Stericycle, be cancelled and converted into the right to receive (without interest) an amount of cash equal to the product of (x) the total number of shares of Stericycle common stock underlying the Company Option, multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Company Option; provided, however, that any such Company Option with respect to which the exercise price subject thereto is equal to or greater than the Merger Consideration shall be cancelled for no consideration.

Company RSUs, Company DSUs and Company PSUs Held By Continuing Employees

At the Effective Time, each outstanding award of Company RSUs, Company DSUs and Company PSUs held by a Continuing Employee shall be assumed by Parent and converted into an Assumed Restricted Stock Unit Award. At the Effective Time, each Assumed Restricted Stock Unit Award shall (i) relate to a number of whole shares of Parent common stock (rounded to the nearest whole share) equal to (x) the total number of shares of Stericycle common stock underlying such award, multiplied by (y) the Equity Award Exchange Ratio, (ii) to the

67

extent that a Company PSU was subject to performance-based vesting conditions for performance periods that had not ended prior to the Effective Time, be deemed to be earned based on target performance levels immediately prior to the Effective Time, and (iii) otherwise be subject to substantially the same terms and conditions (including as to time-based vesting, terms related to retirement and treatment upon termination, settlement and forfeiture events, but excluding, for the avoidance of doubt, any performance-based vesting conditions) as were applicable to the corresponding Stericycle award immediately prior to the Effective Time, except as to terms rendered inoperative by reason of the transactions contemplated by this Agreement, or any such immaterial administrative or ministerial changes as Parent’s board of directors may determine in good faith are appropriate to effectuate the administration of the Assumed Restricted Stock Unit Award.

Company RSUs, Company DSUs and Company PSUs Held By Non-Continuing Employees

At the Effective Time, each Company RSU, Company DSU and Company PSU which is held by an employee or other service provider who will terminate employment or service with Stericycle prior to or in connection with the Closing (including any director of Stericycle) shall, automatically and without any required action on the part of the holder thereof or Stericycle, be cancelled and be converted into the right to receive (without interest) an amount in cash equal to (x) the total number of shares of Stericycle common stock underlying such award (with Company PSUs being deemed to be earned and converted at target performance levels), multiplied by (y) the Merger Consideration. Notwithstanding the foregoing, to the extent that any payment in respect of any Company RSU, Company DSU or Company PSU constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, it shall be made as promptly as is practicable following the earliest time permitted under the terms of the applicable agreement, plan or arrangement relating to such award, but in no event later than five business days after such time.

The following table sets forth, for each of Stericycle’s directors and executive officers, (i) the number of shares of Stericycle common stock underlying the Company Options (which are all fully vested), Company RSUs, Company PSUs and Company DSUs held by each Stericycle executive officer and director as of June 13, 2024, the latest practicable date to determine these numbers before the filing of this proxy statement, and (ii) the value of such equity awards as of such date determined by the treatment of such equity awards described above. All such amounts actually payable to each of Stericycle’s directors and executive officers will be subject to any applicable withholding taxes and will be payable without interest. These amounts do not attempt to forecast any Company RSU or other equity awards that may be granted following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by Stericycle’s directors and executive officers may materially differ from the amounts set forth below.

This table also does not include any outstanding rights to purchase shares under the Company ESPP held by our executive officers.

68

Company ESPP

The Board (or, if appropriate, the committee administering the Company ESPP) will take all actions reasonably necessary with respect to the Company ESPP to provide that: (i) except for the Final Offering Periods, no new offering period will commence following the date of the Merger Agreement unless and until the Merger Agreement is terminated; and (ii) from and after the date of the Merger Agreement, no new participants will be permitted to participate in the Company ESPP and participants will not be permitted to increase their payroll deductions or purchase elections from those in effect on the date of the Merger Agreement. If the Effective Time occurs: (a) during one or more of the Final Offering Periods, (A) the final exercise date(s) under the Company ESPP shall be the Final Exercise Date, and (B) each Company ESPP participant’s accumulated

69

contributions under the Company ESPP shall be used to purchase whole shares of Stericycle common stock in accordance with the terms of the Company ESPP as of the Final Exercise Date, which shares of Stericycle common stock, to the extent outstanding immediately prior to the Effective Time, shall be cancelled at the Effective Time in exchange for the right to receive the Merger Consideration; or (b) after the end of the Final Offering Period(s), all amounts allocated to each participant’s account under the Company ESPP at the end of such Final Offering Periods will be used to purchase whole shares of Stericycle common stock under the terms of the Company ESPP for such offering period, which shares of Stericycle common stock, to the extent outstanding immediately prior to the Effective Time, shall be cancelled at the Effective Time in exchange for the right to receive the Merger Consideration. As promptly as practicable following the purchase of shares of Stericycle common stock in accordance with the foregoing clauses (a) or (b), Stericycle shall return to each participant the funds, if any, that remain in such participant’s account after such purchase. As of the Effective Time, the Company ESPP shall be terminated and no further shares of Stericycle common stock or other rights with respect to shares of Stericycle common stock shall be granted thereunder.

Executive Severance Benefits

Executive Severance and Change in Control Plan

Executive officers eligible to participate under Stericycle’s Executive Severance and Change in Control Plan, as amended and restated as of April 23, 2024 (which includes all of our executive officers), may be entitled to receive the following severance pay and benefits in the event such covered executive’s employment is terminated by Stericycle without “cause” or due to the covered executive’s resignation for “good reason” (as such terms are defined in the Executive Severance and Change in Control Plan) within 24 months of a change in control (which includes the Merger).

In the case of a covered executive’s involuntary termination, which includes a termination of employment by Stericycle other than for “cause”, death or disability or by the executive for “Post-CIC Good Reason” (as such terms are defined therein) that occurs during the period beginning on the date on which the “change in control” occurs and ending on the second anniversary of such date, the covered executive will receive the following benefits: (i) prorated target annual bonus for the year in which the termination occurs (reduced by any amounts already paid with respect to such year), (ii) an amount equal to the sum of such executives’ base salary and target annual incentive bonus, each as determined as of the termination date, multiplied by an applicable severance multiplier (3x for the Chief Executive Officer and 2x for Executive Vice Presidents) payable as a cash lump sum, and (iii) payment of, or reimbursement for, COBRA premiums for up to 18 months.

The receipt of the above-described severance amounts is subject to the executive’s execution, delivery, and non-revocation of a general waiver and release of claims in favor of Stericycle, which will include non-competition, non-solicitation, confidentiality, and other restrictive covenant provisions.

The executive officers have each also entered into Employee Covenant and IP Agreements with us pursuant to which they are subject to certain restrictive covenant obligations, including a twenty-four month post-termination non-compete covenant and eighteen-month post-termination non-solicitation covenant.

Award Agreements

The terms and conditions applicable to the Company RSUs and Company PSUs under the Stericycle equity plans and award agreements held by Stericycle’s executive officers provide that in the event they are assumed or replaced by the surviving or acquiring entity (or its parent entity) in connection with a change in control, they will become fully vested and accelerate (with the performance targets applicable to any Company PSUs deemed to be achieved as of the date of the change in control at the target level of performance) if the holder’s employment is terminated involuntarily other than for “cause” or by the holder for “good reason” (each as defined in the applicable equity plan and each of which we refer to as a “qualifying termination”) within 24 months following a change in control, including the Transaction. The estimated values that would be realized

70

by Stericycle’s named executive officers in respect of their unvested Stericycle equity awards in connection with the Transaction are set forth below in the section of this proxy statement entitled “—Named Executive Officer Golden Parachute Compensation.”

Non-Employee Director Compensation

Prior to the Effective Time, Stericycle will continue to compensate its non-employee directors for their service on the Board in accordance with its Outside Directors Compensation Policy, as may be amended from time to time. The equity compensation portion of such compensation will consist of Company RSUs. The Stericycle, Inc. Outside Directors Compensation Policy provides that upon the occurrence of a change in control (which includes the Merger), all outstanding Company RSUs granted to non-employee directors will become fully vested.

Stericycle’s Directors’ Deferred Stock Plan allows non-employee directors to elect to (i) convert all or part of their annual cash compensation into Company DSUs and/or (ii) defer the settlement or payment of their restricted stock units granted to such director by Stericycle for a year, turning the restricted stock units into Company DSUs (which will have the same vesting schedule as the restricted stock units). All Company DSUs will be distributed in the form of shares of Stericycle common stock at the time of the director’s separation from service.

Prorated Annual Bonuses

Stericycle or one of its affiliates shall pay bonuses to each Stericycle service provider eligible as of immediately prior to the Effective Time (including each of the executive officers) under the applicable annual incentive bonus program in respect of the calendar year in which the Closing occurs, in an amount equal to the prorated annual incentive award for such employee based on the number of days of such calendar year which have lapsed prior to and including the Closing Date, determined based on the greater of target and actual performance levels as of the Effective Time (or a date reasonably proximate thereto).

Following the Closing Date, employees continuing as employees of Parent, the Surviving Corporation or any subsidiaries or affiliates thereof shall be eligible for a pro-rata bonus for the remainder of the calendar year in which the Closing Date occurs under an annual incentive bonus program which is no less favorable than the Stericycle annual incentive bonus program that was applicable to such employees. For purposes of this proxy statement, we have assumed that each executive officer will receive a prorated annual bonus based on the target level of performance.

280G Mitigation

Stericycle may, following consultation with Parent, implement strategies to eliminate or mitigate the possible impact of Sections 280G and 4999 of the Code. Any such tax planning strategies may include accelerating the vesting or payment of compensation that is scheduled to vest or be paid in a future calendar year into the preceding calendar year and obtaining third party valuations of noncompetition or similar covenants or entering into/expanding noncompetition agreements. As of the date of this proxy statement, no such tax planning strategies have yet been finalized or implemented.

In addition, the Executive Severance and Change in Control Plan contains a Section 280G “net-better” cutback provision, which provides that if the total payments to the executive officer would exceed the applicable threshold under Section 280G of the Code, then those payments will be reduced to the applicable threshold to avoid the imposition of the excise taxes under Section 4999 of the Code in the event, and only in the event, such reduction would result in a better after-tax result for the executive officer.

Named Executive Officer Golden Parachute Compensation

The following table is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is

71

based on or otherwise relates to the Merger, assuming the Merger is consummated on the latest practicable date prior to the filing of this proxy statement, or June 13, 2024.

Please note that the amounts in the following table are estimates based on the material assumptions described below that may or may not actually occur. Some of these assumptions are based on information that is currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. For purposes of this disclosure, “single-trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double-trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

For purposes of calculating such amounts, we have assumed:

The compensation summarized in the table and footnotes below is subject to a non-binding, advisory vote of the stockholders of Stericycle, as described in “Proposal 3: Advisory Vote on Merger-Related Named Executive Officer Compensation” on page 113 of this proxy statement.

Golden Parachute Compensation

72

73

Narrative Disclosure to Named Executive Officer Golden Parachute Compensation Table

For additional information relating to our named executive officers’ severance payments and the treatment of equity awards held by our named executive officers, see “The Merger—Interests of the Directors and Executive Officers of Stericycle in the Merger” on page 67 of this proxy statement.

Insurance and Indemnification of Directors and Executive Officers

Under the Merger Agreement, beginning at the Effective Time, Parent will cause the Surviving Corporation to indemnify, defend and hold harmless, and will advance expenses as incurred, to the fullest extent permitted under applicable law, the certificate of incorporation, bylaws or similar organizational documents of Stericycle and any contract of Stericycle or its subsidiaries, in each case as in effect as of the date of the Merger Agreement, each current and former director and officer of Stericycle and its subsidiaries and each of their respective employees who serves as a fiduciary of a Stericycle benefit plan (each, an “Indemnitee”), against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any proceeding or investigation, whether civil, criminal, administrative or investigative, whenever asserted, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including in connection with the Merger Agreement or the Merger.

The Merger Agreement provides that, from and for six years after the Effective Time, Parent and the Surviving Corporation will maintain for the benefit of those persons that are directors and officers of Stericycle as of the date of the Merger Agreement and as of the effective date of the Merger an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time, that is substantially equivalent to, and in any event not less favorable in the aggregate than the existing policy of Stericycle.

For a further discussion of Parent’s indemnification obligations and the Surviving Corporation’s director and officer fiduciary liability insurance policies, see “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 104 of this proxy statement.

Financing the Merger

Parent has committed to have, at the Effective Time, access to sufficient available cash on hand or other sources of immediately available funds to enable Parent to consummate the transactions contemplated by the Merger Agreement, including payment of the Merger Consideration and all fees and expenses payable by Parent and Merger Sub related to the transactions contemplated by the Merger Agreement. Parent intends to finance the Merger through a combination of bank debt and proceeds from senior notes. The consummation of the Merger is not conditioned upon Parent’s obtaining of any financing.

Appraisal Rights

General

If the Merger is completed, record holders or beneficial owners of shares of Stericycle common stock who do not vote in favor of the adoption of the Merger Agreement and who properly demand an appraisal of their shares and who otherwise comply with the requirements set forth in Section 262 of the DGCL will be entitled to appraisal rights in connection with the Merger. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with such statutory requirements will result in the loss of your appraisal rights.

This section summarizes certain material provisions of the DGCL pertaining to appraisal rights. The following discussion, however, is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached as Appendix B to this proxy statement and incorporated by reference herein. All references within Section 262 of the DGCL to “stockholder” are to the record holder of shares of Stericycle common stock. The following

74

discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Stericycle stockholder should exercise its right to seek appraisal under Section 262 of the DGCL.

Under the DGCL, if you (as a record holder or beneficial owner) hold one or more shares of Stericycle common stock, do not vote in favor of the adoption of the Merger Agreement, continuously are the record holder or beneficial owner of such shares through the effective date of the Merger and otherwise comply with the requirements set forth in Section 262 of the DGCL, you will be entitled to have your shares appraised by the Delaware Court of Chancery and to receive the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) in cash, together with interest, if any, to be paid upon the amount determined to be the fair value. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration which Stericycle stockholders will be entitled to receive upon the consummation of the Merger pursuant to the Merger Agreement. These rights are known as appraisal rights.

Under Section 262 of the DGCL, not less than 20 days prior to the special meeting at which the adoption of the Merger Agreement will be submitted to the stockholders, Stericycle must notify each stockholder who was a Stericycle stockholder on the Record Date and who is entitled to exercise appraisal rights that appraisal rights are available and include in the notice either a copy of Section 262 of the DGCL or information directing the stockholder to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. This proxy statement constitutes the required notice, and a copy of Section 262 of the DGCL is attached as Appendix B to this proxy statement.

A STOCKHOLDER OR BENEFICIAL OWNER OF STERICYCLE COMMON STOCK WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE RIGHT TO DO SO SHOULD REVIEW THE FOLLOWING DISCUSSIONS AND APPENDIX B CAREFULLY. FAILURE TO COMPLY PRECISELY WITH THE PROCEDURES OF SECTION 262 OF THE DGCL IN A TIMELY AND PROPER MANNER WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL UNDER SECTION 262 OF THE DGCL, A STOCKHOLDER OR BENEFICIAL OWNER OF STERICYCLE COMMON STOCK WHO IS CONSIDERING WHETHER TO EXERCISE ITS APPRAISAL RIGHTS, IS ENCOURAGED TO CONSULT WITH ITS OWN LEGAL COUNSEL. ANY SHARES OF STERICYCLE COMMON STOCK HELD BY A STERICYCLE STOCKHOLDER OR BENEFICIAL OWNER WHO FAILS TO PERFECT, SUCCESSFULLY WITHDRAWS OR OTHERWISE LOSES HIS, HER OR ITS APPRAISAL RIGHTS WILL BE DEEMED TO HAVE BEEN CONVERTED AS OF THE EFFECTIVE DATE OF THE MERGER INTO THE RIGHT TO RECEIVE THE MERGER CONSIDERATION.

How to Exercise and Perfect Your Appraisal Rights

If you are a Stericycle stockholder or beneficial owner and wish to exercise the right to seek an appraisal of your shares of Stericycle common stock, you must comply with ALL of the following:

75

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of Stericycle common stock.

Filing a Written Demand

Neither voting against the Merger Proposal, nor abstaining from voting or failing to vote on the Merger Proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. A record holder or beneficial owners of shares of Stericycle common stock wishing to exercise appraisal rights must deliver to Stericycle, before the taking of the vote on the Merger Proposal at the special meeting, a written demand for the appraisal of the stockholder’s shares. A stockholder’s failure to deliver the written demand prior to the taking of the vote on the Merger Proposal at the special meeting will constitute a waiver of appraisal rights. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal.

A demand for appraisal must be executed by or on behalf of a stockholder of record or beneficial owner. The demand must reasonably inform us of the identity of the stockholder of record holding the shares for which appraisal is demanded, the intention of the person to demand appraisal of his, her, their or its shares and, in case of a demand made by a beneficial owner, must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of the shares and a statement that such documentary evidence is a true and correct copy of what it purports to be and must provide an address at which such beneficial owner consents to receive notices given by the surviving corporation under Section 262 and to be set forth on the verified list required by Section 262(f) of the DGCL. The written demand should state the number of shares of Stericycle common stock as to which appraisal is sought. Where no number of shares of Stericycle common stock is expressly mentioned, the demand will be presumed to cover all shares of Stericycle common stock held in the name of the holder of record.

If your shares of Stericycle common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand for appraisal should be made in that capacity, and if your shares are owned of record jointly with one or more other persons, as in a joint tenancy or tenancy in common, the demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record or beneficial owner; however, the agent must identify the holder or holders of record (and, if by an authorized agent of any beneficial owner or owners, must identify the beneficial owner or owners and otherwise comply with the requirements applicable to appraisal demands made by beneficial owners) and expressly disclose the fact that, in exercising the demand, such person is acting as agent.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Stericycle, Inc.

2355 Waukegan Road

Bannockburn, Illinois 60015

Attention: Secretary

76

At any time within 60 days after the effective date of the Merger, any Stericycle stockholder or beneficial owner that made a demand for appraisal but has not commenced an appraisal proceeding or joined in such a proceeding as a named party will have the right to withdraw the demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of Stericycle common stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal, but after such 60 day period a demand for appraisal may be withdrawn only with the written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder or beneficial owner without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder or beneficial owner who withdraws such person’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder or beneficial owner will be entitled to receive only the appraised value of his, her, their or its shares of Common Stock determined in any such appraisal proceeding, which value may be more than, less than, or equal to the Merger Consideration.

Notice by the Surviving Corporation. Within ten days after the effective date of the Merger, Stericycle, as the Surviving Corporation, must notify each record holder and beneficial owner of Stericycle common stock who has made a written demand for appraisal pursuant to Section 262 of the DGCL and has not voted in favor of the Merger Proposal of the date that the Merger has become effective.

Filing a Petition for Appraisal with the Delaware Court of Chancery. Within 120 days after the effective date of the Merger, but not later, a stockholder of record or a beneficial owner who has complied with the requirements of Section 262 of the DGCL or the Surviving Corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a record or beneficial holder, demanding an appraisal of the value of the shares of Stericycle common stock held by all stockholders who have properly demanded appraisal. None of Parent, Merger Sub or Stericycle, as the Surviving Corporation is under any obligation to file an appraisal petition or has any intention to do so. If you desire to have your shares of Stericycle common stock appraised, you should initiate any petitions necessary for properly demanding your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the Merger, provided you have complied with the provisions of Section 262 of the DGCL, you will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Stericycle common stock not voted in favor of the Merger Proposal and with respect to which Stericycle has received demands for appraisal, and the aggregate number of record holders or beneficial owners of those shares (for which purpose the record holder of shares held by a beneficial owner who has made a demand for appraisal shall not be considered a separate stockholder holding such shares). The Surviving Corporation must mail this statement to you within the later of (i) ten days after receipt by the Surviving Corporation of the request therefor or (ii) ten days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is not timely filed or if you deliver to the Surviving Corporation a written withdrawal of your demand for an appraisal and an acceptance of the Merger Consideration, either within 60 days after the effective date of the Merger or thereafter with the written approval of the Surviving Corporation, then the right to appraisal will cease.

If a petition for appraisal is duly filed and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Court of Chancery a duly verified list containing the names and addresses of all stockholders and beneficial owners who have demanded an appraisal of their shares of Stericycle common stock and with whom agreements as to the value of their shares of Stericycle common stock have not been reached by the Surviving Corporation. After notice of the time and place fixed for the hearing of such petition by registered

77

or certified mail to the Surviving Corporation and to the stockholders and beneficial owners shown on the list at the addresses therein stated as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine which Stericycle stockholders and beneficial owners have complied with Section 262 of the DGCL and have become entitled to appraisal rights and may require the Stericycle stockholders and beneficial owners demanding appraisal who hold certificated shares of Stericycle common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any Stericycle stockholder or beneficial owner who fails to comply with this direction. In addition, assuming common stock of Stericycle remains listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (i) the total number of shares of Stericycle common stock entitled to appraisal exceeds 1% of the outstanding shares of Stericycle common stock, or (ii) the value of the consideration provided in the Merger for such total number of shares of Stericycle common stock exceeds $1.0 million.

The appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the shares of Stericycle common stock held by all Stericycle stockholders and beneficial owners who have properly demanded appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, and except as otherwise provided in Section 262 of the DGCL, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. Upon application by the Surviving Corporation or by any stockholder or beneficial owner entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders and beneficial owners entitled to an appraisal. Any stockholder or beneficial owner whose name appears on the list filed by the Surviving Corporation and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder or beneficial owner is not entitled to appraisal. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the Stericycle stockholders and beneficial owners entitled to receive the same.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or

78

susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to fair value under Section 262 of the DGCL. The fair value of shares of Stericycle common stock as determined under Section 262 of the DGCL could be greater than, the same as or less than the Merger Consideration. Neither Parent nor Stericycle, as the Surviving Corporation, anticipates offering more than the Merger Consideration to any Stericycle stockholder or beneficial owner exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Stericycle common stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the effective date of the Merger, you will lose the right to an appraisal and will instead receive the Merger Consideration in accordance with the Merger Agreement.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and may tax those costs upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Stericycle common stock entitled to appraisal. In the absence of such an order, each party to the appraisal proceeding bears its own expenses.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you will not, from and after the effective date of the Merger, be entitled to vote the shares of Stericycle common stock subject to the demand for any purpose or receive any dividends on those shares, except dividends payable to holders of record of Stericycle common stock as of a record date prior to the effective date of the Merger.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the consideration payable in the Merger to the Surviving Corporation, except that any attempt to withdraw made more than 60 days after the effective date of the Merger will require written approval of the Surviving Corporation, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any Stericycle stockholder or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within 60 days after the effective date of the Merger. If you fail to properly demand or successfully withdraw your demand for appraisal, or otherwise lose your appraisal rights, your shares of Stericycle common stock will be deemed to have been converted as of the effective date of the Merger into the right to receive the Merger Consideration.

Failure to follow the steps required by Section 262 of the DGCL for properly demanding appraisal rights may result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Stericycle common stock in accordance with the Merger Agreement.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH THE TECHNICAL PREREQUISITES OF SECTION 262 OF THE DGCL. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

79

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of the material U.S. federal income tax consequences of the Merger to U.S. holders and non-U.S. holders (each as defined below) of shares of Stericycle common stock who receive cash in exchange for such shares of Stericycle common stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. The tax consequences of the Merger under U.S. federal tax laws other than those pertaining to income tax, such as estate and gift tax laws, and any applicable state, local and non-U.S. tax laws are not discussed. This discussion is based on the Code, the Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case, in effect as of the date of this proxy statement. These authorities may change or be subject to differing interpretations, and any such change or differing interpretation may be applied retroactively in a manner that could affect the accuracy of the statements and conclusions set forth in this discussion. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the material U.S. federal income tax consequences of the Merger.

This discussion is limited to holders of shares of Stericycle common stock who hold such shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not purport to consider all U.S. federal income tax consequences of the Merger that may be relevant to a holder in light of such holder’s particular circumstances, including the impact of the alternative minimum tax or the Medicare contribution tax on certain net investment income. In addition, this discussion does not address the U.S. federal income tax consequences to holders subject to special rules under the U.S. federal income tax laws, including, without limitation:

80

This discussion also does not address the U.S. federal income tax consequences to holders of shares of Stericycle common stock who exercise appraisal rights in connection with the Merger under the DGCL.