Panera Goes 2 JAB

Panera Bread Company (“Panera” or the “Company”) (NASDAQ: PNRA) and JAB today announced that the companies have entered into a definitive merger agreement under which JAB will acquire Panera for $315 per share in cash, in a transaction valued at approximately $7.5 billion, including the assumption of approximately $340 million of net debt.

The agreement, which has been unanimously approved by Panera’s Board of Directors, represents a premium of approximately 30% to the 30-day volume-weighted average stock price as of March 31, 2017, the last trading day prior to news reports speculating about a potential transaction, and a premium of approximately 20% to Panera’s all-time high closing stock price as of that same date.

Comment by Panera Founder, Chairman and CEO
Ron Shaich, Founder, Chairman and CEO of Panera, commented, “By any measure, Panera has been
one of the most successful restaurant companies in history. What started as one 400 square foot cookie
store in Boston has grown to a system with over 2,000 units, approximately $5 billion in sales, and over
100,000 associates. In more than 25 years as a publicly traded company, Panera has created significant
shareholder value. Indeed, Panera has been the best performing restaurant stock of the past twenty
years – up over 8,000%. Today’s transaction is a direct reflection of those efforts, and delivers substantial additional value for our shareholders.”

Shaich continued, “Over the last five years, we have developed and executed a powerful strategic plan to
be a better competitive alternative with emerging runways for growth. The themes we have bet on –
digital, wellness, loyalty, omni-channel, new formats for growth – are shaping the restaurant industry
today. Indeed, the power of the plan is evident in our business results. Today, we are pre-releasing Q1
2017 Company-owned bakery-cafe comps of 5.3%, which is 690 bps better than the Black Box allindustry
composite.”

Shaich concluded, “Our success for shareholders is the byproduct of our commitment to long-term
decision making and operating in the interest of all stakeholders, including guests, associates, and
franchisees. We believe this transaction with JAB offers the best way to continue to operate with this
approach. We are pleased to join with JAB, a private investor with an equally long-term perspective, as
well as a deep commitment to our strategic plan.”

Comment by JAB Partner and CEO
Olivier Goudet, JAB Partner and CEO, said, “We have long admired Ron and the incredible success story
he has created at Panera. I have great respect for the strong business that he, together with his
management team, its franchisees and its associates, has built. We strongly support Panera’s vision for
the future, strategic initiatives, culture of innovation, and balanced company versus franchise store mix. We are excited to invest in and work together with the Company’s management team and franchisees to
continue to lead the industry.”

April 5, 2017