Exelon Corporation (Nasdaq: EXC):

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

SUMMARY NOTICE OF

PROPOSED SETTLEMENT

TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF EXELON CORPORATION (“EXELON” OR THE “COMPANY”) AS OF JUNE 9, 2023.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS LITIGATION AND THE PROPOSED SETTLEMENT OF THE DERIVATIVE ACTION.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23.1 of the Federal Rules of Civil Procedure (“Rule 23.1”) and an Order of the United States District Court for the Northern District of Illinois (the “Court”), that a proposed Settlement¹ has been reached by the Settling Parties² in the above-captioned shareholder derivative action now pending before the Court brought on behalf of Exelon. The Settlement would resolve all claims asserted in the consolidated derivative action captioned In re Exelon Corporation Derivative Litigation, No. 1:21-cv-03611 (N.D. Ill. Jul. 8, 2021)³ (“Consolidated Derivative Action”), as well as all claims described in the Demand Letters

¹ All capitalized terms herein have the same meanings as set forth in the Stipulation and Agreement of Settlement dated June 9, 2023 (the “Stipulation”).

² The “Settling Parties” are (i) Plaintiffs and putative Exelon Shareholders Michael Dybas, William Grunze, and Benjamin Wax (collectively, the “Plaintiffs”); (ii) Nominal Defendant Exelon; (iii) Individual Defendants Christopher

M. Crane, Joseph Dominguez, William A. Von Hoene, Jr., Anthony K. Anderson, Ann C. Berzin, Laurie Brlas, Yves De Balmann, Nicholas DeBenedictis, Linda Jojo, Paul Joskow, Robert J. Lawless, Richard W. Mies, Mayo A. Shattuck III, Stephen D. Steinour, and John F. Young (collectively, the “Individual Defendants” and, together with Exelon, “Defendants”); (iv) the Special Litigation Committee appointed by Exelon’s Board of Directors (the “Board”); and (v) the Independent Review Committee of the Board.

³ Pursuant to Court order, each of the following actions was previously consolidated into the Consolidated Derivative Action: (i) Clem v. Exelon Corp., No. 1:21-cv-03611 (N.D. Ill. Jul. 8, 2021); (ii) Nicosia v. Young, No. 1:23-cv-2605 (N.D. Ill. Apr. 26, 2023); (iii) City of Coral Springs Police Officers’ Pension Plan v. Young, No. 1:23-cv-02712 (N.D. Ill. May 1, 2023); and (iv) Dybas v. Crane, No. 1:23-cv-03318 (N.D. Ill. May 25, 2023).

(as defined in the Stipulation) and any other future action relating to or arising out of the conduct at issue or described in the Consolidated Derivative Action, the Demand Letters, or the investigation of the Special Litigation Committee (“SLC”) appointed by Exelon’s Board of Directors. This Summary Notice of Proposed Settlement (“Summary Notice”) is provided by order of the Court.

The Consolidated Derivative Action, brought derivatively on behalf of Exelon, alleged claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of federal securities laws against the Individual Defendants and various current and former Company officers, directors, and employees, as well as third parties, relating to or arising out of the conduct set forth in the Deferred Prosecution Agreement (“DPA”) (as defined in the Stipulation) and/or the Demand Letters. In response to the Demand Letters and pursuant to 15 Pa. C.S. § 1783(a), the Board of Exelon established the SLC to investigate and address the alleged breaches of fiduciary duties and other violations by Exelon and ComEd officers and directors related to the conduct described in the DPA. The SLC represents that, over the course of nearly two years, it conducted a thorough, probing, and entirely independent investigation of all issues raised in the Demand Letters, which included significant document review and a substantial number of witness interviews.

Pursuant to 15 Pa. C.S. § 1783(e), the SLC determined that the Settlement is in the best interests of the Company. On May 18, 2023, the SLC unanimously approved a resolution reflecting its recommendation that the Company should settle and dismiss the claims raised in the Consolidated Derivative Action, and any other future action(s) relating to or arising out of the conduct at issue or described in the Consolidated Derivative Action, the Demand Letters, or the investigation of the SLC, on the terms set forth in the Stipulation. On May 19, 2023, the Independent Review Committee (“IRC”), which the Board previously formed to ensure that the Board’s consideration of the SLC’s recommendation would be completely independent and objectively in the best interest of the Company, unanimously approved a resolution reflecting its determination that the Settlement is in the best interests of the Company and recommending that the Board settle the matters raised in the Demand Letters and the Consolidated Derivative Action on the terms set forth in the Stipulation. On May 22, 2023, the Board unanimously approved a resolution reflecting the Board’s acceptance of the IRC’s determination that the Settlement is in the best interest of the Company and the Board’s adoption of the SLC’s determination that the Company should settle and dismiss the claims raised in the Demand Letters and the Consolidated Derivative Action on the terms set forth in the Stipulation. On June 9, 2023, Plaintiffs, Defendants, the SLC, and the IRC executed the Stipulation. If the Court approves the proposed Settlement, Exelon shareholders will be forever barred from contesting the Settlement and from pursuing the Released Claims.

In consideration for the full and final release, settlement, and discharge of any and all Released Claims and the dismissal with prejudice of the Consolidated Derivative Action on the terms and conditions set forth in the Stipulation, the Settling Parties have agreed (i) to a monetary payment of $40 million paid by the Company’s insurers to the Company; and (ii) that Exelon will implement and/or maintain certain corporate governance reforms as set forth in Exhibit A of the Stipulation. The Company has decided in its business judgment to use $30 million of these insurance proceeds to fund a portion of the $173 million securities settlement in the action captioned Flynn v. Exelon Corp., Case No. 1:19-cv-08209 (N.D. Ill.).

To date, Plaintiffs’ Counsel have not received any payment for their efforts or for the expenses they incurred in pursuing the Consolidated Derivative Action on behalf of Exelon and its shareholders. In recognition of Plaintiffs’ Counsel’s role in prosecuting the Consolidated Derivative Action, Exelon agrees to cause its insurers to pay attorneys’ fees and expenses to Plaintiffs’ Counsel in the total amount of $10,000,000 (the “Fee and Expense Amount”), subject to the Court’s approval.

On March 18, 2026 at 11:00 a.m., the Court will hold the Settlement Hearing before the Honorable John Robert Blakey, United States District Judge of the United States District Court for the Northern District of Illinois, in Courtroom 1203 of the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL 60604. The purpose of the Settlement Hearing is to determine: (i) whether the Settlement is appropriate and in the best interests of Exelon and its shareholders and should be approved pursuant to 15 Pa. C.S. § 1783 and the procedural notice provisions of Rule 23.1; (ii) whether a Final Judgment, substantially in the form attached as Exhibit F to the Memorandum in Support of the Motion for Preliminary Approval of the Settlement, should be entered dismissing the Consolidated Derivative Action with prejudice, and settling and releasing, and barring and enjoining the commencement or prosecution of any action asserting any Released Claims, as set forth in the Stipulation; (iii) whether the Fee and Expense Amount to the Plaintiffs’ Counsel set forth in paragraph 5.1 of the Stipulation should be approved and whether the Court should award any requested service awards to the Plaintiffs; and (iv) such other matters as may be necessary and proper under the circumstances.

PLEASE READ THIS SUMMARY NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU CURRENTLY HOLD EXELON STOCK, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THE CONSOLIDATED DERIVATIVE ACTION.

PLEASE ALSO NOTE: Because the Settlement involves the resolution of a shareholder derivative action, which was brought on behalf of and for the benefit of the Company, the benefits from the Settlement will go to Exelon. Individual Exelon Shareholders will not receive direct payment from the Settlement. ACCORDINGLY, THERE IS NO PROOF OF CLAIM FORM FOR SHAREHOLDERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT. SHAREHOLDERS ARE NOT REQUIRED TO TAKE ANY ACTION IN RESPONSE TO THIS SUMMARY NOTICE.

This Summary Notice provides a condensed overview of certain provisions of the Stipulation and the Notice of Pendency and Proposed Settlement of the Consolidated Derivative Action (the “Notice”). It is not a complete statement of the events related to the Consolidated Derivative Action, the Demand Letters, the SLC’s investigation, or the terms set forth in the Stipulation. This Summary Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation. A more detailed description of the Consolidated Derivative Action and the Settlement is set forth in the Stipulation as well as in the full Notice. Copies of the Stipulation and the Notice will be posted to Exelon’s website: https://www.exeloncorp.com. You may also inspect the Stipulation and other papers in person at the Clerk’s office in the Court, located at the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL 60604, at any time during business hours. If you have questions regarding this Summary Notice, the Consolidated Derivative Action, or the Settlement, you may write, call, or email Plaintiffs’ Counsel at the addresses listed below.

You may enter an appearance before the Court, at your own expense, individually or through counsel of your choice. If you want to object at the Settlement Hearing, you must be an Exelon Shareholder and you must first comply with the procedures for objecting set forth in the Order Preliminarily Approving Settlement and the Notice. Any objection to any aspect of the Settlement must be filed with the Clerk of the Court and provided to the counsel for the Settling Parties no later than March 4, 2026, or fourteen (14) calendar days before the Settlement Hearing, in accordance with the procedures set forth in the Order Preliminarily Approving the Settlement. No Exelon Shareholder shall be heard at the Settlement Hearing unless such stockholder has filed with the Court and counsel for the Settling Parties a written notice of objection containing the following information:

1. Your name, legal address, and telephone number, and if represented by counsel, the contact information for such counsel;
2. The case name and number (In re Exelon Corporation Derivative Litigation, No. 21-cv-3611 (N.D. Ill. Jul. 8, 2021));
3. Proof of being an Exelon Shareholder as of June 9, 2023;
4. The date(s) you acquired your Exelon shares and proof of holding shares of Exelon common stock through the date the objection is made and as of the date of the Settlement Hearing (March 18, 2026);
5. A written, detailed statement of each objection being made;
6. Notice of whether you intend to appear at the Settlement Hearing, and if you intend to appear, the specific grounds or reasons explaining why you desire to appear and be heard (you are not required to appear);
7. Copies of any papers you intend to submit with the names of any witness(es) you intend to call to testify at the Settlement Hearing and the subject(s) of their testimony;
8. Identification of any case in which you or your attorney, if any, has objected to a settlement in the last three (3) years; and
9. Proof of service signed under penalty of perjury.

YOUR WRITTEN OBJECTIONS MUST BE ON FILE WITH THE CLERK OF THE COURT NO LATER THAN MARCH 4, 2026 (fourteen (14) calendar days before the Settlement Hearing). The Court Clerk’s address is:

Clerk of the Court

United States District Court Northern District of Illinois

Everett McKinley Dirksen United States Courthouse 219 South Dearborn Street

Chicago, IL 60604

YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO PLAINTIFFS’ COUNSEL, COUNSEL FOR THE SLC, COUNSEL FOR THE IRC, AND COUNSEL FOR EXELON AND THE NAMED DEFENDANTS LISTED BELOW SO THEY ARE

RECEIVED NO LATER THAN MARCH 4, 2026 (fourteen (14) calendar days before the Settlement Hearing). Counsels’ addresses are:

James P. Rouhandeh Edmund Polubinski III Mari Grace Byrne

DAVIS POLK & WARDWELL LLP

450 Lexington Avenue New York, NY 10021 (212) 450-4000

rouhandeh@davispolk.com

edmund.polubinski@davispolk.com

mari.grace@davispolk.com

Counsel for Nominal Defendant Exelon and Defendants Christopher M. Crane, Joseph Dominguez, William A. Von Hoene, Jr., Anthony K. Anderson, Ann C. Berzin, Laurie Brlas, Yves De Balmann, Nicholas DeBenedictis, Linda Jojo, Paul Joskow, Robert J. Lawless, Richard W. Mies, Mayo A. Shattuck III, Stephen D. Steinour, and John F. Young

Unless the Court orders otherwise, your objection will not be considered unless it is timely filed with the Court and delivered to the counsel identified above in accordance with the procedures set forth in the Stipulation and Notice. Any Exelon Shareholder who fails to object in accordance with such procedures will be bound by the Order and Final Judgment of the Court granting final approval to the Settlement and the releases of claims therein, and shall be deemed to have waived the right to object (including the right to appeal) and forever shall be barred, in this proceeding or in any other proceeding, from raising such objection.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS SUMMARY NOTICE.

About Exelon

Exelon (Nasdaq: EXC) is a Fortune 200 company and one of the nation’s largest utility companies, serving more than 10.7 million customers through six fully regulated transmission and distribution utilities — Atlantic City Electric (ACE), Baltimore Gas and Electric (BGE), Commonwealth Edison (ComEd), Delmarva Power & Light (DPL), PECO Energy Company (PECO), and Potomac Electric Power Company (Pepco). Exelon's 20,000 employees dedicate their time and expertise to supporting our communities through reliable, affordable and efficient energy delivery, workforce development, equity, economic development and volunteerism. Follow @Exelon on X and LinkedIn.

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