DESIGNATED EVENT COMPANY NOTICE AND OFFER TO PURCHASE

SanDisk Corporation
Any and all of its outstanding
1.5% Convertible Senior Notes due 2017
(CUSIP 80004CAD3, ISIN US80004CAD39)
0.5% Convertible Senior Notes due 2020
(CUSIP 80004CAF8, ISIN US80004CAF86)
The tender offer will expire at 11:59 p.m., New York City time, on June 9, 2016, unless extended by SanDisk Corporation(such date, as the same may be extended, the “Expiration Date”). Holders of the Notes (as defined below) must validly tendertheir Notes, and not validly withdraw their Notes, at or prior to the Expiration Date to be eligible to receive the DesignatedEvent Repurchase Price (as defined below). Notes tendered may be withdrawn at any time prior to the Expiration Date.
SanDisk Corporation, a Delaware corporation (the “Company” or “SanDisk”), in accordance with the Indentures (as defined
herein), hereby provides this Designated Event Company Notice and Offer to Purchase (as such notice and offer may be amended or
supplemented, this “Notice”) to the holders (each, a “Holder”) of the 1.5% Convertible Senior Notes due 2017 (the “2017 Notes”) of
the Company and the 0.5% Convertible Senior Notes due 2020 (the “2020 Notes” and, together with the 2017 Notes, the “Notes”).
This Notice is being provided in connection with the merger (the “Merger”) of a subsidiary of Western Digital Corporation(“Parent” or “Western Digital”) with and into the Company, pursuant to the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of October 21, 2015, by and among the Company, Western Digital, Western Digital Technologies, Inc.
(“WDT”), a wholly owned subsidiary of Western Digital, and Schrader Acquisition Corporation, a direct wholly owned subsidiary of
WDT. The effective date of the Merger was May 12, 2016 (the “Effective Date”). On the Effective Date, each outstanding share of
the Company’s common stock, par value $0.001 per share (“Company common stock”), was converted into the right to receive
0.2387 shares of Western Digital’s common stock, par value $0.01 per share (“Parent common stock”) and $67.50 (such cash andstock, the “Reference Property”). The Merger constituted both a “Designated Event” and a “Fundamental Change” under the
Indentures relating to the Notes.
Each Holder has, subject to certain conditions, the right to:•in connection with the Designated Event, require the Company to purchase (the “Purchase Right”) for cash all of such Holder’sNotes, or any portion of the principal amount thereof that is equal to $2,000 or an integral multiple of $1,000 in excess thereof,
on June 10, 2016 (as such date may be extended, the “Designated Event Repurchase Date”) at a purchase price equal to 100%of the principal amount of such Notes or such portion of the principal amount of Notes, as applicable, plus accrued and unpaid
interest, if any, thereon up to but excluding the Designated Event Repurchase Date (the “Designated Event Repurchase
Price”);•

in connection with the Fundamental Change, elect to convert its Notes into cash and shares of Parent common stock at aconversion rate of:•with respect to the 2017 Notes, 20.8004 units of Reference Property, corresponding to 4.9651 shares of Parent
common stock and $1,404.03 per $1,000 principal amount of 2017 Notes (the “2017 Make-Whole
Conversion Rate”); and•with respect to the 2020 Notes, 13.7726 units of Reference Property, corresponding to 3.2875 shares of Parent
common stock and $929.65 per $1,000 principal amount of 2020 Notes (the “2020 Make-Whole Conversion
Rate”)(collectively, the “Make-Whole Conversion Right”).
The 2017 Make-Whole Conversion Rate is based on an increase of 1.0702 to the conversion rate for the 2017 Notes andthe 2020 Make-Whole Conversion Rate is based on an increase of 2.8720 to the conversion rate for the 2020 Notes, in eachcase calculated based on an “Effective Date” of May 12, 2016 and “Stock Price” of $75.67 (each as defined in the
Indentures).
A conversion of Notes will be deemed to be “in connection with” the Fundamental Change if the relevant notice of
conversion is received by the Conversion Agent (as defined herein) during the period from, and including March 8, 2016
until the Designated Event Repurchase Date; or•following the Designated Event Repurchase Date, retain all of such Holder’s Notes, or any portion of the principal amountthereof not surrendered in connection with the Purchase Right or converted in connection with the Make-Whole Conversion
Right, through:•with respect to the 2017 Notes, August 15, 2017 (the “2017 Maturity Date”), maintaining the right to convert
the 2017 Notes with a conversion rate of 19.7302 units of Reference Property, corresponding to 4.7096 sharesof Parent common stock and $1,331.79, per $1,000 principal amount of 2017 Notes (the “2017 Conversion
Rate”) in accordance with, and subject to adjustment pursuant to, the terms of the 2017 Indenture (as defined
herein); and•with respect to the 2020 Notes, October 15, 2020 (the “2020 Maturity Date”), maintaining the right to convert
the 2020 Notes with a conversion rate of with a conversion rate of 10.9006 units of Reference Property,
corresponding to 2.6020 shares of Parent common stock and $735.79, per $1,000 principal amount of 2020
Notes (the “2020 Conversion Rate”) in accordance with, and subject to adjustment pursuant to, the terms ofthe 2020 Indenture (as defined herein).

in each case, as more fully described herein. Settlement of any conversions will be on a net share basis, as described under “Important
Information Concerning The Purchase Right And Make-Whole Conversion Right—Make-Whole Conversion Right.”
This Notice is being made pursuant to the Indenture dated as of August 25, 2010 with respect to the 2017 Notes between the
Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) as amended, supplemented or otherwise
modified from time to time, including by the First Supplemental Indenture to the 2017 Indenture, dated May 12, 2016, among theCompany, the Trustee and Parent (the “2017 Indenture”) and the Indenture dated as of October 29, 2013 with respect to the 2020
Notes between the Company and the Trustee as amended, supplemented or otherwise modified from time to time, including by theFirst Supplemental Indenture to the 2020 Indenture, dated May 12, 2016, among the Company, the Trustee and Parent (the “2020
Indenture” and, together with the 2017 Indenture, the “Indentures”).
Holders may surrender, and the Company will accept, Notes for purchase until 11:59 p.m., New York City time, on the
Expiration Date. The Company will deposit with Global Bondholder Services Corporation (the “Information Agent and Tender
Agent”), on or prior to 11:00 a.m., New York City time, on the Designated Event Repurchase Date, an amount of money sufficient topurchase all of the Notes to be purchased at the Designated Event Repurchase Price.
If you wish to convert your Notes, you should not surrender your Notes pursuant to the Purchase Right.
Additional copies of this Notice may be obtained from the Information Agent and Tender Agent at its address set forth below.
The Bank of New York Mellon Trust Company, N.A. in its role as Trustee, paying agent (the “Paying Agent”) and conversion agent
under each of the Indentures (the “Conversion Agent”) is not responsible for any determinations or calculations made with respect tothe Make-Whole Conversion Rate or the Conversion Rate (each as defined in the Indentures). All such determinations or calculations
have been made by the Company, and The Bank of New York Mellon Trust Company, N.A. is entitled to rely conclusively on all
such determinations and calculations. Neither the Information Agent and Tender Agent, the Trustee, the Paying Agent nor theConversion Agent makes any representation with respect to the accuracy or adequacy of the information contained in this Notice. The
accuracy and adequacy of this Notice and the information contained herein are the sole responsibility of the Company.
Trustee and Conversion Agent
The Bank of New York Mellon Trust Company, N.A.
c/o BNY Mellon
Issuer and Loan Services – Client Service Delivery
Corporate Trust-Reorg
111 Sanders Creek PKWY
East Syracuse, N.Y. 13057/AIM 130-0222
Attn: Dacia Jones
Information Agent and Tender Agent
Global Bondholder Services Corporation
65 Broadway—Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
Toll free: 866-470-4300
By facsimile:(For Eligible Institutions only):(212) 430-3775/3779
Confirmation:(212) 430-3774
The date of this Notice is May 12, 2016.

Designated Event; Fundamental Change
The consummation of the Merger constituted both a “Designated Event” and a “Fundamental Change,” each as defined in theapplicable Indenture.
In connection with the Designated Event, and as more fully described herein, each Holder has, subject to certain conditions, theright, by giving notice, to require the Company to purchase all of such Holder’s Notes, or any portion of the principal amount thereof
that is equal to $2,000 or an integral multiple of $1,000 in excess thereof, at a price equal to 100% of the principal amount of such
Notes or such portion of the principal amount of Notes, as applicable, plus accrued and unpaid interest to, but excluding, theDesignated Event Repurchase Date, which equals approximately $1,004.79 for each $1,000 in principal amount of 2017 Notes and$1,000.76 for each $1,000 in principal amount of 2017 Notes.
As more fully described herein, the conversion rate of the Notes will be, if converted in connection with the Fundamental
Change:•with respect to the 2017 Notes, 20.8004 units of Reference Property, corresponding to 4.9651 shares of Parent
common stock and $1,404.03, per $1,000 principal amount of 2017 Notes; and•with respect to the 2020 Notes, 13.7726 units of Reference Property, corresponding to 3.2875 shares of Parent
common stock and $929.65, per $1,000 principal amount of 2020 Notes.

A conversion of Notes will be deemed to be “in connection with” the Fundamental Change if the relevant notice of conversion
is received by the Conversion Agent (as defined herein) during the period from, and including March 8, 2016, until the DesignatedEvent Repurchase Date (the “Make-Whole Conversion Period”).
If a holder does not convert its Notes during the Make-Whole Conversion Period and thus does not convert its Notes “inconnection with” the Fundamental Change, the conversion rate of the Notes will be:•with respect to the 2017 Notes, 19.7302 units of Reference Property, corresponding to 4.7096 shares of Parent
common stock and $1,331.79, per $1,000 principal amount of 2017 Notes in accordance with, and subject toadjustment pursuant to, the terms of the 2017 Indenture; and•with respect to the 2020 Notes, 10.9006 units of Reference Property, corresponding to 2.6020 shares of Parent
common stock and $735.79, per $1,000 principal amount of 2020 Notes in accordance with, and subject toadjustment pursuant to, the terms of the 2020 Indenture.

Settlement of any conversions will be on a net share basis, as described under “Important Information Concerning The Purchase
Right And Make-Whole Conversion Right—Make-Whole Conversion Right.”
Purchase Right
The Company hereby offers, upon the terms and subject to the conditions set forth in this Notice, to purchase for cash any andall of its outstanding Notes. Notes accepted for payment pursuant to the Purchase Right will be accepted only in minimum principal
amounts of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will pay the Designated Event Repurchase Pricefor each $1,000 principal amount of Notes accepted for purchase pursuant to the Purchase Right. No tenders will be valid if submitted
after the Expiration Date.
Alternatives to the Purchase Right
Exercise Your Make-Whole Conversion Right. During the Make-Whole Conversion Period, the Notes are convertible into cash
and Parent common stock at the 2017 Make-Whole Conversion Rate or 2020 Make-Whole Conversion Rate, as applicable. The 2017
Make-Whole Conversion Rate represents the right to convert the 2017 Notes at a conversion rate of 20.8004 units of Reference
Property, corresponding to 4.9651 shares of Parent common stock and $1,404.03, per $1,000 principal amount of 2017 Notes. The
2020 Make-Whole Conversion Rate represents the right to convert the 2020 Notes a conversion rate of 13.7726 units of Reference
Property, corresponding to 3.2875 shares of Parent common stock and $929.65, per $1,000 principal amount of 2020 Notes.
The conversion rate of the Notes will revert from the Make-Whole Conversion Rate to the Conversion Rate after June 9, 2016,
the day immediately prior to the Designated Event Repurchase Date.

Assuming the market price of Western Digital common stock is $36.74 (its closing price as reported on Nasdaq on May 11,2016) throughout the observation period during which the conversion consideration will be calculated following Holders’ elections toconvert, then the consideration received by Holders would be, with respect to the 2017 Notes, 1.8360 shares of Parent common stockand $1,519.00 per $1,000 principal amount of 2017 Notes, and with respect to the 2020 Notes, 0.1580 shares of Parent common stockand $1,044.60 per $1,000 principal amount of 2020 Notes.
Settlement of any conversions will be on a net share basis, as described under “Important Information Concerning The Purchase
Right And Make-Whole Conversion Right—Make-Whole Conversion Right.” Cash will be paid in lieu of any fractional shares of
Parent common stock included in the consideration received by converting Holders.
Holders who convert their Notes, or who surrender their Notes for purchase pursuant to the Purchase Right, will, upon
conversion or purchase, as applicable, cease to have any rights with respect to such Notes converted or purchased (other than asprovided in this Notice), including the right to receive interest or principal thereon.
Retain Your Notes. If a Holder decides to retain its Notes, then such Holder will retain the right to convert its Notes, subject tothe terms and conditions of the applicable Indenture. Such Holder will also retain the right to receive interest payments on the Notes
until the Notes mature pursuant to the terms of the applicable Indenture. The stated maturity of the 2017 Notes is August 15,
2017. The stated maturity of the 2020 Notes is October 15, 2020. The market value of the both the 2017 Notes and the 2020 Notes, asof 4:00 p.m., New York City time, on May 11, 2016, as reported on the trade reporting and compliance engine (“TRACE”), wasgreater than the Designated Event Repurchase Price. We cannot assure you as to your ability to sell your Notes or the price at which
you would be able to sell such Notes. Holders are urged to obtain the best available information as to the market value of the Notes,
to the extent available, and the market value of the shares of Parent common stock before making a decision whether to surrendertheir Notes for purchase.
Comparison of Alternatives. See pages 9-10 for a comparison of the estimated value of: (1) the Purchase Right, if your Notes arepurchased by the Company pursuant to the Purchase Right; (2) the Make-Whole Conversion Right, if you convert your Notes during
the Make-Whole Conversion Period; and (3) the market value of the Notes, if you choose to retain your Notes.
You should review this Notice carefully and consult with your own financial and tax advisors. You must make your own
independent decision as to whether or not to tender your Notes pursuant to the Purchase Right or to convert your Notes pursuant to
the Make-Whole Conversion Right and, if so, the amount of your Notes to tender or convert. None of the Company, Parent, theirrespective Boards of Directors, their respective employees, advisors or representatives, the Information Agent and Tender Agent, theTrustee, the Paying Agent or the Conversion Agent is making any representation or recommendation to any Holder as to whether toexercise or refrain from exercising the Purchase Right, or to exercise or refrain from exercising the Make-Whole Conversion Right.
Notes surrendered for purchase pursuant to the Purchase Right may be withdrawn at any time prior to 11:59 p.m., New York
City time, on the Expiration Date.
The Trustee has informed the Company that, as of the date of this Notice, all Notes are held through accounts with The
Depository Trust Company (“DTC”) in global form. Accordingly, all Notes surrendered for purchase or conversion hereunder must
be delivered through the transmittal procedures of DTC. There is not a Letter of Transmittal associated with this offer.
No person has been authorized to give any information or to make any representations other than those contained in thisNotice and, if given or made, such information or representations must not be relied upon as having been authorized. This Noticedoes not constitute an offer to buy or the solicitation of an offer to sell securities in any state in which such offer or solicitation is
unlawful pursuant to the laws of such state after a good faith effort by the Company to comply with such state laws. The
information contained in this Notice is as of the date hereof. If circumstances constituting a material change to the information inthis Notice occur following the date hereof, the Company will promptly disclose such material change by means of a publicannouncement or a supplement to this Notice that will be distributed to the holders of the Notes and, if required by law, will
extend the Expiration Date.

TABLE OF CONTENTS
Page

SUMMARY TERM SHEET

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

5

IMPORTANT INFORMATION CONCERNING THE PURCHASE RIGHT AND MAKE-WHOLE CONVERSION
RIGHT

7

1. Information Concerning the Company

7

1.1 The Company

7

1.2 Western Digital

7

1.3 The Merger and the Supplemental Indentures

7

2. Information Concerning the Notes

8

2.1 The Company’s Obligation to Purchase the Notes

8

2.2 Purchase Price8

2.3 Make-Whole Conversion Right9

2.4 Market for the Notes and the Shares of Parent Common Stock10

2.5 Interest

11

3. Procedures to Be Followed by Holders Electing to Surrender Notes for Purchase11

3.1 Delivery of Notes

11

3.2 Agreement to be Bound by the Terms of the Purchase Right

12

4. Right of Withdrawal

13

5. Payment for Surrendered Notes; Source and Amount of Funds

13

6. Notes Acquired or Converted

13

7. Plans or Proposals of the Company

14

8. Interests of Directors, Executive Officers and Affiliates of the Company in the Notes

14

9. Agreements Involving the Company’s Notes

14

10. Purchases of Notes by the Company and Its Affiliates

14

11. Certain United States Federal Income Tax Consequences

14

12. Additional Information

16

13. No Solicitations

18

14. Conflicts

18-i-SUMMARY TERM SHEETThe following are answers to some of the questions that you may have about the right of each Holder (i) to require the Company
to purchase its Notes, (ii) to convert its Notes at the Make-Whole Conversion Rate during the Make-Whole Conversion Period and/or(iii) to retain its Notes, in each case, pursuant to the terms and conditions of the Indentures, the Notes and this Notice. We urge you toread carefully the remainder of this Notice because the information in this summary is not complete. We have included sectionreferences to direct you to a more complete description of the topics in this summary. Unless stated to the contrary, or unless thecontext otherwise requires, references to “the Company,” “we,” “our,” or “us” in this Notice are to SanDisk Corporation and its
subsidiaries.
Who is offering to purchase my Notes?
SanDisk Corporation, a Delaware Corporation, is offering to purchase any and all of your Notes, at your option, on the terms
and conditions set forth in this Notice. As of May 11, 2016, there were approximately $996.7 million aggregate principal amount of2017 Notes outstanding and approximately $1.5 billion aggregate principal amount of 2020 Notes outstanding. (See Section 1.1)
Why are you offering to purchase my Notes?
As a result of the Merger, a Designated Event (as defined in the applicable Indenture) occurred on May 12, 2016 (the EffectiveDate), and accordingly each Holder has the Purchase Right, pursuant to Article 14 of the applicable Indenture. (See Section 1.3)
How much will you pay for my Notes and what is the form of payment?
We will pay, in cash, a purchase price equal to 100% of the principal amount of the Notes to be purchased, together with any
accrued and unpaid interest to, but excluding, the date of purchase of the Notes. The Designated Event Repurchase Price is based
solely on the requirements of the Indentures and the Notes and is not intended to bear any relationship to the market value of theNotes or the market value of the shares of Parent common stock into which the Notes are convertible. (See Section 2.2)
How can I determine the market value of my Notes?
The Notes are currently traded over-the-counter. To the extent that the Notes are traded, prices of the Notes may fluctuate
widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company’s and Parent’s
operating results, the trading price and implied volatility of the shares of Parent common stock into which the Notes are convertible
and the market for similar Notes. Holders are urged to obtain current market quotations for the Notes, to the extent such current
market quotations are available, prior to making any decision with respect to the Purchase Right. (See Section 2.4)
When does the Purchase Right expire?
The Purchase Right expires at 11:59 p.m., New York City time, on the Expiration Date, which is June 9, 2016. We will notextend the period that Holders have to exercise the Purchase Right unless required by applicable law. (See Section 2.1)
If I tender my Notes, when will I receive payment for them?
We will accept for payment all validly surrendered Notes promptly upon expiration of the Purchase Right. We will deposit with
the Information Agent and Tender Agent, on or prior to 11:00 a.m., New York City time, on the Designated Event Repurchase Date,
which is June 10, 2016 (subject to extension to comply with applicable law), an amount of money sufficient to purchase all of theNotes to be purchased at the Designated Event Repurchase Price. The Information Agent and Tender Agent will then pay the money
to DTC, as the sole record holder of Notes, following the later of (x) the Designated Event Repurchase Date and (y) the time of bookentry transfer of the accepted Notes to the account of the Information Agent and Tender Agent at DTC. (See Section 5)
What are the conditions to your purchase of the Notes?
Our purchase of outstanding Notes validly tendered and not validly withdrawn is not subject to any condition other than that thepurchase be lawful and the procedural requirements described in this Notice be satisfied. (See Section 2.1)
1

What is the Make-Whole Conversion Right with respect to my Notes?
The Merger constituted a Fundamental Change. The conversion rate for Notes converted “in connection” with the Fundamental
Change will be:•with respect to the 2017 Notes, 20.8004 units of Reference Property, corresponding to 4.9651 shares of Parent
common stock and $1,404.03, per $1,000 principal amount of 2017 Notes; and•with respect to the 2020 Notes, 13.7726 units of Reference Property, corresponding to 3.2875 shares of Parent
common stock and $929.65, per $1,000 principal amount of 2020 Notes.

A conversion of Notes will be deemed to be “in connection with” the Fundamental Change if the relevant notice of conversion
is received by the Conversion Agent (as defined herein) during the period from, and including March 8, 2016 until the DesignatedEvent Repurchase Date.
If a holder does not convert its Notes during the Make-Whole Conversion Period and thus does not convert its Notes “inconnection with” the Fundamental Change, the conversion rate for the Notes will be:•with respect to the 2017 Notes, 19.7302 units of Reference Property, corresponding to 4.7096 shares of Parent
common stock and $1,331.79, per $1,000 principal amount of 2017 Notes in accordance with, and subject toadjustment pursuant to, the terms of the 2017 Indenture; and•with respect to the 2020 Notes, 10.9006 units of Reference Property, corresponding to 2.6020 shares of Parent
common stock and $735.79, per $1,000 principal amount of 2020 Notes in accordance with, and subject toadjustment pursuant to, the terms of the 2020 Indenture.

Settlement of any conversions will be on a net share basis, as described under “Important Information Concerning The Purchase
Right And Make-Whole Conversion Right—Make-Whole Conversion Right.”
If I exercise my Purchase Right or my Make-Whole Conversion Right, may I change my mind?
While an exercise of your Purchase Right may be withdrawn at any time prior to 11:59 p.m., New York City time on the
Expiration Date, an exercise of your Make-Whole Conversion Right is irrevocable. (See Section 2.3)
What are my rights if I retain my Notes?
If you do not surrender your Notes pursuant to the Purchase Right and do not convert your Notes pursuant to the Make-Whole
Conversion Right, you may retain your Notes pursuant to their terms through maturity, or otherwise transfer or convert such Notes
pursuant to their terms. Moreover, you will retain the right to convert your Notes for cash and shares of Parent common stock at theapplicable Conversion Rate, in accordance with the terms of the Notes and subject to any applicable anti-dilution adjustments. You
will also retain the right to receive interest payments on the Notes pursuant to the terms of the Indentures and the Notes. The Notes
will be repaid on the maturity date at the principal amount thereof, plus accrued but unpaid interest to but excluding the maturity date.
(See Section 2.3)
Is the Board of Directors making any recommendation as to the Purchase Right or the Make-Whole Conversion Right?
None of the Company, Parent, their respective Boards of Directors, their respective employees, advisors or representatives, theInformation Agent and Tender Agent, the Trustee, the Paying Agent or the Conversion Agent is making any representation
or recommendation to any Holder as to whether to exercise or refrain from exercising the Purchase Right or to exercise or refrainfrom exercising the Make-Whole Conversion Right. You must make your own independent decision as to whether or not to exercise
your Purchase Right or to exercise your Make-Whole Conversion Right and, if so, the principal amount of your Notes to tender orconvert. The Purchase Right, and our offer to purchase Notes as described in this Notice, is based solely on the contractual
requirements of the Indentures and the Notes.
How do I tender my Notes for purchase?
To tender your Notes for purchase pursuant to the Purchase Right, you must deliver the Notes to the Information Agent andTender Agent through the transmittal procedures of DTC on or after the date of this Notice, but no later than 11:59 p.m., New York
City time, on the Expiration Date.
2

•

If your Notes are held by a broker, dealer, commercial bank, trust company or other nominee, you must contact that nominee if
you decide to tender your Notes and instruct that nominee to tender the Notes on your behalf through the transmittal proceduresof DTC.

•If you are a DTC participant, you should tender your Notes electronically through DTC’s Automated Tender Offer Program(“ATOP”), subject to the terms and procedures of that system.

You bear the risk of untimely submission of your Notes. You must allow sufficient time for completion of the necessarytransmittal procedures prior to 11:59 p.m., New York City time, on the Expiration Date.
By surrendering, or instructing your nominee to surrender, your Notes through the transmittal procedures of DTC, you agree tobe bound by the terms of the Purchase Right set forth in this Notice. (See Section 3.1)
Until what time can I withdraw previously tendered Notes?
You can withdraw Notes previously tendered for purchase at any time until 11:59 p.m., New York City time, on June 9, 2016,
which is also the Expiration Date. (See Section 4)
How do I withdraw previously tendered Notes?
To withdraw all or a portion of previously tendered Notes, you (or your broker, dealer, commercial bank, trust company or othernominee) must comply with the withdrawal procedures of DTC in sufficient time to allow DTC to withdraw your Notes prior to
11:59 p.m., New York City time, on the Expiration Date.
You bear the risk of untimely withdrawal of previously tendered Notes. You must allow sufficient time for completion of thenecessary procedures prior to 11:59 p.m., New York City time, on the Expiration Date. (See Section 4)
If I want to convert my Notes, what should I do?
If you want to exercise the Make-Whole Conversion Right, you must (i) cause to be completed the appropriate instruction form
for exchange pursuant to DTC’s book-entry exchange program, (ii) furnish any required endorsements and transfer documents,(iii) pay transfer taxes if required pursuant to the applicable Indenture, and (iv) inform the Trustee or Conversion Agent of theconversion in accordance with customary practice of DTC. Please direct any questions or requests for assistance in connection withthe mechanics for the surrender of Notes for exchange to the Conversion Agent at the address and telephone and facsimile numbers
set forth on the cover of this Notice. (See Section 2.3)
Do I need to do anything if I do not wish to tender my Notes for purchase?
No. If you do not tender your Notes by 11:59 p.m., New York City time, on the Expiration Date, we will not purchase yourNotes and your Notes will remain outstanding and continue to be subject to the existing terms of the applicable Indenture and theNotes.
If I choose to tender my Notes for purchase, do I have to tender all of my Notes?
No. You may tender all of your Notes, a portion of your Notes or none of your Notes for purchase. If you wish to tender aportion of your Notes for purchase, however, you must tender Notes in an aggregate principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof. (See Section 3)
If I choose to tender my Notes for purchase, when will interest cease to accrue on them?
Interest on Notes tendered pursuant to the Purchase Right will cease to accrue as of the end of the day immediately preceding
the Designated Event Repurchase Date, provided that we have not defaulted in making payment of the Designated Event Repurchase
Price on that date. (See Section 2.5)
Do I have to pay a commission if I tender my Notes for purchase?
You will not be required to pay any commission to us, DTC or the Information Agent and Tender Agent in connection with
exercising the Purchase Right. However, there may be commissions you need to pay to your broker in connection with your tender of
the Notes for purchase.
3What are the U.S. federal income tax consequences of exercising the Purchase Right?
The receipt of cash or Parent common stock in exchange for Notes pursuant to exercise of the Purchase Right or Make-Whole
Conversion Right generally will be a taxable transaction for U.S. federal income tax purposes, resulting in taxable gain or loss to you.
You should consult with your tax advisor regarding the specific tax consequences to you. For a discussion of certain U.S. federal
income tax consequences applicable to beneficial owners of Notes that have their Notes purchased pursuant to the Purchase Right or
Make-Whole Conversion Right, see “Certain United States Federal Income Tax Consequences.” (See Section 11)
Who is the Conversion Agent?
The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indentures, is also serving as the Conversion Agentin connection with the transactions contemplated by the Make-Whole Conversion Right, and may be contacted at the address andtelephone number set forth on the cover of this Notice.
Who is the Information Agent and Tender Agent?
Global Bondholder Services Corporation is serving as Information Agent and Tender Agent in connection with the transactions
contemplated by the Purchase Right.
Whom can I talk to if I have questions about the Purchase Right?
Questions and requests for assistance in connection with the mechanics for the tender of Notes for purchase pursuant to thePurchase Right may be directed to the Information Agent and Tender Agent at the address and telephone number set forth on the
cover of this Notice.
Whom can I talk to if I have questions about converting my Notes into Reference Property?
Questions and requests for assistance in connection with the mechanics for the conversion of Notes may be directed to theConversion Agent at the address and telephone number set forth on the cover of this Notice.
4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Notice, including the information and other documents incorporated by reference into this Notice, contains or incorporates
by reference or may contain or may incorporate by reference forward-looking statements. These statements, which involve risks anduncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet
determinable and may also relate to future prospects, developments and business strategies. Words such as “will”, “continue”,
potential”, “forecast”, “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should”
and similar terms and phrases, including references to assumptions, are used to identify forward-looking statements. These forwardlooking statements are made based on expectations and beliefs concerning future events affecting Western Digital and SanDisk andare subject to uncertainties and factors relating to their respective operations and business environment, all of which are difficult topredict and many of which are beyond their control, that could cause their actual results to differ materially from those mattersexpressed in or implied by these forward-looking statements.
The forward-looking statements involve certain risks and uncertainties. The ability of either Western Digital or SanDisk to
predict results or actual effects of its plans and strategies is inherently uncertain. Accordingly, actual results may differ materiallyfrom those expressed in, or implied by, the forward-looking statements. Some of the factors that may cause actual results or earnings
to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed in thefilings of each of Western Digital and SanDisk that are incorporated herein by reference (including under those discussed under theheading “Risk Factors” in those documents), including the following:•

fluctuations in the stock price of Western Digital;•

uncertainty of the expected financial performance of Western Digital following completion of the Merger,
which may differ significantly from the pro forma financial data and financial projections contained in the
documents incorporated by reference;•

the outcome of pending or potential litigation or governmental investigations;•the risk that the businesses of Western Digital and SanDisk will not be integrated successfully or suchintegration may be more difficult, time-consuming or costly than expected, including any restrictions,limitations, costs, divestitures or other conditions imposed by regulatory agencies;•

Western Digital’s ability to achieve the synergies contemplated by the proposed transaction within the
expected time frame;•

disruptions resulting from the Merger making it more difficult for Western Digital and SanDisk to maintainrelationships with their respective customers, employees, suppliers and strategic partners, including Toshiba;•

the combined company’s high debt levels and ability to service its debt obligations in accordance with theirterms, or the ability to make required investments in capacity, technology or other areas of the business;•adverse effects on Western Digital’s stock price resulting from the completion of the Merger;•

competitive responses to the Merger;•

unexpected costs, liabilities, charges or expenses resulting from the Merger;•

the inability to obtain, renew or modify permits in a timely manner, or comply with government regulations;•the inability to retain key personnel of SanDisk or of Western Digital;•changes in laws and regulations or interpretations or applications thereof;•

general economic or industry-specific conditions that are less favorable than expected; and•competition in the industry.
5

Because these forward-looking statements are subject to assumptions and uncertainties, actual results might differ materiallyfrom those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on thesestatements, which speak only as of the date of this Notice or the date of any document incorporated by reference in thisNotice. Except to the extent required by applicable law or regulation, Western Digital and SanDisk undertake no obligation to updatethese forward-looking statements to reflect events or circumstances after the date of this Notice or to reflect the occurrence of
unanticipated events.
6

IMPORTANT INFORMATION CONCERNING THE PURCHASE RIGHT AND MAKE-WHOLE CONVERSION RIGHT
1.

Information Concerning the Company.

1.1 The Company.
SanDisk is a global leader in NAND flash storage solutions. SanDisk sells its products globally to commercial and retailcustomers. SanDisk designs, develops and manufactures data storage solutions in a variety of form factors using flash memory,
controller, firmware and software technologies. SanDisk’s solutions include client solid state drives (“SSDs”), enterprise SSDs andsolutions, embedded products, removable cards, universal serial bus drives, wireless media drives, digital media players, and wafersand components. SanDisk’s SSD products are used in both client computing platforms and enterprise data centers and provide highspeed, high-capacity storage solutions that can be used in lieu of hard disk drives. SanDisk’s embedded flash products are used in
mobile phones, tablets, notebooks, computing platforms, imaging devices, and many other products. SanDisk’s removable cards areused in a wide range of applications such as mobile phones, tablets, digital cameras, gaming devices, personal computers,
automobiles and many other products. SanDisk common stock was traded on Nasdaq under the symbol “SNDK.” Following theMerger, SanDisk common stock has been delisted from Nasdaq.
SanDisk is a wholly owned indirect subsidiary of Western Digital and is incorporated under the laws of the State of Delaware.
The address of SanDisk’s principal executive office is 951 SanDisk Drive, Milpitas, California 95035, and its telephone number is(408) 801-1000.
1.2 Western Digital.
Western Digital is a leading developer, manufacturer and provider of data storage solutions that enable consumers, businesses,
governments and other organizations to create, manage, experience and preserve digital content. Western Digital’s product portfolio
includes hard disk drives, SSDs, direct attached storage solutions, personal cloud network attached storage solutions, and public andprivate cloud data center storage solutions. HDDs are Western Digital’s principal products and are today’s primary storage medium
for the vast majority of digital content, with the use of solid-state storage products growing rapidly. Western Digital’s products aremarketed under the Hitachi Global Storage Technologies Holdings Pte. Ltd. and WD product brand names.
Western Digital is a Delaware Corporation. The principal executive office of Western Digital is located at 3355 Michelson
Drive, Suite 100, Irvine, California 92612 and its telephone number is (949) 672-2000.
1.3 The Merger and the Supplemental Indentures.
On October 21, 2015, the Company entered into the Agreement and Plan of Merger by and among the Company, Western
Digital, Western Digital Technologies, Inc. (“WDT”), a wholly owned subsidiary of Western Digital, and Schrader Acquisition
Corporation, a direct wholly owned subsidiary of WDT. On May 12, 2016, Schrader Acquisition Corporation merged with and into
the Company, with the Company surviving as a direct wholly owned subsidiary of Western Digital. At the effective time of the
Merger, each outstanding share of Company common stock was converted into the right to receive 0.23870 shares of Parent common
stock and $67.50. As the Merger constituted a “Designated Event” under each of the Indentures, each Holder has the Purchase Right
described herein, pursuant to Article 14 of the applicable Indenture.
In connection with the Merger, the Company, Parent and the Trustee executed the First Supplemental Indenture to the 2017
Indenture and the First Supplemental Indenture to the 2020 Indenture, both dated as of May 12, 2016 (the “Supplemental
Indentures”). The Supplemental Indentures provided for Western Digital to become a co-obligor on the Notes and a change in theright to convert the Notes resulting from the Merger. In accordance with Section 1.2 of the applicable Supplemental Indenture, fromand after the effective time of the Merger, the right of the Holders to convert each $1,000 principal amount of Notes on the basis ofCompany common stock in accordance with the terms of the Indentures changed to a right of such Holders to convert each $1,000
principal amount of Notes on the basis of the “Reference Property” (i.e., the merger consideration), at the conversion rate applicableto the conversion of such Notes, in accordance with the terms and conditions of the applicable Indenture. The provisions of theapplicable Indenture, as modified by the applicable Supplemental Indenture, will continue to apply, mutatis mutandis, to the Holders’right to convert each $1,000 principal amount of Notes on the basis of the Reference Property.
7Settlement of any conversions will be on a net share basis, as described under “Important Information Concerning The Purchase
Right And Make-Whole Conversion Right—Make-Whole Conversion Right.”
The foregoing summary of the Supplemental Indentures is qualified by the full text of the Supplemental Indentures, which havebeen filed as an exhibit to the Company’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (“SEC”) on May 12, 2016 and incorporated herein by reference. See Section 12.
2.

Information Concerning the Notes.

The 2017 Notes were issued pursuant to the 2017 Indenture between Company and the Trustee. The 2020 Notes were issued
pursuant to the 2020 Indenture between Company and the Trustee. The Supplemental Indentures provided for Western Digital to
become a co-obligor on the Notes and a change in the right to convert the Notes resulting from the Merger.
The 2017 Notes mature on August 15, 2017. Approximately $996.7 million of aggregate principal amount of 2017 Notes areoutstanding. The 2020 Notes mature on October 15, 2020. Approximately $1.5 billion of aggregate principal amount of 2020 Notes
are outstanding.
We have appointed the Information Agent and Tender Agent connection with the Purchase Right. The Trustee serves as theConversion Agent in connection with the Make-Whole Conversion Right.
2.1 The Company’s Obligation to Purchase the Notes.
Pursuant to the terms of the Notes and the Indentures, upon the occurrence of the Merger which constituted a Designated Event,
we became obligated to purchase, at the Designated Event Repurchase Price, all Notes validly tendered for purchase by Holders
pursuant to the Purchase Right. The Designated Event Repurchase Price for the Notes is payable in cash, and is equal to 100% of theprincipal amount thereof, plus accrued and unpaid interest to but excluding the Designated Event Repurchase Date. The Indentures
require that the Designated Event Repurchase Date be a date chosen by the Company that is not less than 20 and no more than 35
calendar days after the date of the Company’s notice to Holders that a Designated Event has occurred and of the Purchase Right. This
Notice, which constitutes a “Designated Event Company Notice” pursuant to Article 14 of each of the Indentures, is first being
delivered to Holders on May 12, 2016.
The Purchase Right will expire at 11:59 p.m., New York City time, on June 9, 2016. We do not intend to extend the period that
holders have to exercise their Purchase Right unless required to do so by applicable law. Our purchase of outstanding Notes validly
tendered and not validly withdrawn is not subject to any condition other than that the purchase be lawful and the procedural
requirements described in this Notice be satisfied.
There is no financing condition in connection with the Company’s obligation to consummate the Purchase Right.
2.2 Purchase Price.
Pursuant to the terms of the Indentures and the Notes, the purchase price to be paid by us for the Notes pursuant to the Purchase
Right is 100% of the principal amount of the Notes validly surrendered for purchase, plus any accrued and unpaid interest to, but
excluding, June 10, 2016 which is the Designated Event Repurchase Date. The Designated Event Repurchase Price will beapproximately $1,004.79 per $1,000 in principal amount of 2017 Notes and will be approximately $1,000.76 per $1,000 in principal
amount of 2020 Notes, assuming the Designated Event Repurchase Date is not extended. The Designated Event Repurchase Pricewill be paid in cash with respect to any and all Notes validly surrendered for purchase, and not validly withdrawn, prior to 11:59 p.m.,
New York City time, on the Expiration Date. Interest on those Notes will cease to accrue as of the end of the day immediately
preceding the Designated Event Repurchase Date. Notes surrendered for purchase will be accepted only in principal amounts equal to$2,000 or an integral multiple of $1,000 in excess thereof. Delivery of the Notes by book-entry transfer to the account maintained by
the Information Agent and Tender Agent with DTC is a condition to the payment of the Designated Event Repurchase Price to theHolder of such Notes.
The Designated Event Repurchase Price is based solely on the requirements of the Indentures and the Notes and bears
no relationship to the market value of the Notes or the value of the merger consideration. In fact, the market value of the boththe 2017 Notes and the 2020 Notes, as of 4:00 p.m., New York City time, on May 11, 2016, as reported on the trade reporting andcompliance engine (“TRACE”), was greater than the Designated Event Repurchase Price. We cannot assure you as to your ability to8sell your Notes or the price at which you would be able to sell such Notes. Holders are urged to obtain the best available information
as to the market value of the Notes, to the extent available, and the market value of the shares of Parent common stock before making
a decision whether to surrender their Notes for purchase. Settlement of any conversions will be on a net share basis, as describedunder “Important Information Concerning The Purchase Right And Make-Whole Conversion Right—Make-Whole Conversion
Right.” Assuming the market price of Western Digital common stock is $36.74 (its closing price as reported on Nasdaq on May 11,2016) throughout the observation period during which the conversion consideration will be calculated following Holders’ elections toconvert, then the consideration received by Holders would be, with respect to the 2017 Notes, 1.8360 shares of Parent common stockand $1,519.00 per $1,000 principal amount of 2017 Notes, and with respect to the 2020 Notes, 0.1580 shares of Parent common stockand $1,044.60 per $1,000 principal amount of 2020 Notes. Cash will be paid in lieu of any fractional shares of Parent common stockincluded in the consideration received by converting Holders.
None of the Company, Parent or either of their respective Board of Directors, employees, advisors or representatives, theInformation Agent and Tender Agent, the Trustee, the Paying Agent or the Conversion Agent are making any representation
or recommendation to any Holder as to whether to surrender or refrain from surrendering Notes for purchase pursuant to
the Purchase Right or to exercise the Make-Whole Conversion Right. Each Holder must make its own decision as to whether
to surrender Notes for purchase, exercise its Make-Whole Conversion Right or retain its Notes, based on such Holder’sassessment of the market value of the Notes, the value of the shares of Parent common stock into which the Notes areconvertible and other relevant factors.
2.3 Make-Whole Conversion Right.
Because the Merger constituted a Make-Whole Fundamental Change under each Indenture, Holders may elect to convert theirNotes, during the period from, and including, March 8, 2016 to, and including, June 9, 2016, into cash and shares of Parent common
stock at the applicable Make-Whole Conversion Rate. The conversion rate of the Notes will revert from the Make-Whole Conversion
Rate to the Conversion Rate after June 9, 2016, the day immediately prior to the Designated Event Repurchase Date.
Because all Notes are held of record by DTC, in order to convert Notes into cash and shares of Parent common stock, a Holder
must (i) cause to be completed the appropriate instruction form for exchange pursuant to DTC’s book-entry exchange program,(ii) furnish any required endorsements and transfer documents, (iii) pay transfer taxes if required pursuant to the Indentures, and(iv) inform the Conversion Agent of the conversion in accordance with customary practice of DTC.
If you wish to convert your Notes, you should not surrender your Notes pursuant to the Purchase Right.
Examples of Your Consideration Alternatives
YOU ARE UNDER NO OBLIGATION TO EITHER (I) SURRENDER YOUR NOTES FOR PURCHASE PURSUANT TO
THE PURCHASE RIGHT OR (II) CONVERT YOUR NOTES PURSUANT TO THE MAKE-WHOLE CONVERSION RIGHTDESCRIBED HEREIN. YOU MAY DECIDE TO TAKE NO ACTION AND RETAIN YOUR NOTES.
Assuming you hold a Note in the principal amount of $1,000.00, you may choose to:•

Surrender the Note for Cash: If you exercise the Purchase Right prior to the Expiration Date, you will receive $1,000.00 in cash
plus accrued but unpaid interest to, but excluding, the Designated Event Repurchase Date. Assuming the Designated Event
Repurchase Date is June 10, 2016 the Designated Event Repurchase Price will be $1,004.79 for the 2017 Notes and $1,000.76
for the 2020 Notes.
The market value of the both the 2017 Notes and the 2020 Notes, as of 4:00 p.m., New York City time, on May 11, 2016, asreported on the trade reporting and compliance engine (“TRACE”), was greater than the Designated Event Repurchase Price.
We cannot assure you as to your ability to sell your Notes or the price at which you would be able to sell such Notes. Holders
are urged to obtain the best available information as to the market value of the Notes, to the extent available, and the market
value of the shares of Parent common stock before making a decision whether to surrender their Notes for purchase.

•

Convert the Note at the Make-Whole Conversion Rate: If you exercise your Make-Whole Conversion Right during the Make9

Whole Conversion Period, the conversion rate will be:•with respect to the 2017 Notes, 20.8004 units of Reference Property, corresponding to 4.9651 shares of
Parent common stock and $1,404.03, per $1,000 principal amount of 2017 Notes; and•with respect to the 2020 Notes, 13.7726 units of Reference Property, corresponding to 3.2875 shares of
Parent common stock and $929.65, per $1,000 principal amount of 2020 Notes.

Conversions of the Notes are subject to net share settlement. That means that upon conversion, a Holder would receive the sumof the following for each trading day in a 20 trading day observation period that (except in the case of conversions during the 25
scheduled trading days immediately preceding maturity) begins on, and includes, the second trading day after the Holder gives
notice of conversion: (i) cash equal to 1/20th of the lesser of the principal amount of the Note or the conversion value of theNote, and (ii) if the conversion value exceeds the principal amount of the Note, units of Reference Property with a value equal to
1/20th of such excess. Cash will be paid in lieu of any fractional shares of Parent common stock included in the consideration
received by converting Holders. The “conversion value” is the value of a number of units of Reference Property equal to theconversion rate for the Convertible Notes of the relevant series, determined as described in the indenture for the applicableseries of Convertible Notes, valuing Parent common stock included in the Reference Property using the volume-weighted
average price of Parent common stock on the relevant day.
Assuming the market price of Western Digital common stock is $36.74 (its closing price as reported on Nasdaq on May 11,2016) throughout the observation period during which the conversion consideration will be calculated following Holders’elections to convert, then the consideration received by Holders would be, with respect to the 2017 Notes, 1.8360 shares of
Parent common stock and $1,519.00 per $1,000 principal amount of 2017 Notes, and with respect to the 2020 Notes, 0.1580
shares of Parent common stock and $1,044.60 per $1,000 principal amount of 2020 Notes.
•

Retain the Note: You may choose to continue holding your Note or otherwise transfer or exchange it in the ordinary course. You
will retain the right to receive interest payments on the Notes pursuant to the terms of the applicable Indenture and the Notes andthe right to convert the Notes in accordance with the terms of the applicable Indenture. The 2017 Notes mature on August 15,
2017. The 2020 Notes mature on October 15, 2020.

If a holder does not convert its Notes during the Make-Whole Conversion Period and thus does not convert its Notes “in connection
with” the Fundamental Change, the conversion rate of the Notes will be:•with respect to the 2017 Notes, 19.7302 units of Reference Property, corresponding to 4.7096 shares of Parent
common stock and $1,331.79, per $1,000 principal amount of 2017 Notes in accordance with, and subject toadjustment pursuant to, the terms of the 2017 Indenture; and•with respect to the 2020 Notes, 10.9006 units of Reference Property, corresponding to 2.6020 shares of Parent
common stock and $735.79, per $1,000 principal amount of 2020 Notes in accordance with, and subject toadjustment pursuant to, the terms of the 2020 Indenture.

Settlement of any conversions will be on a net share basis, as described above.
2.4 Market for the Notes and the Shares of Parent Common Stock.
Notes. The Notes are currently traded over-the-counter. To the extent that the Notes are traded, prices of the Notes may fluctuate
widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company’s and Parent’s
operating results, the market price and implied volatility of the shares of Parent common stock into which the Notes are convertible
and the market for similar Notes. Following the expiration of the Purchase Right, we expect that Notes not purchased under the
Purchase Right will continue to be traded over-the-counter. However, the trading market for the Notes may be more limited. We
expect that any correlation between the trading price of the Notes and Parent common stock may be less significant than any pastcorrelation between the trading price of the Notes and SanDisk common stock because a significant portion of the Reference Property
is comprised of cash. As of May 11, 2016, there were approximately $996.7 million aggregate principal amount of 2017 Notes
10outstanding and approximately $1.5 billion aggregate principal amount of 2020 Notes outstanding. Cede & Co., as nominee of DTC,
was the sole record Holder of the Notes.
Western Digital Shares. The Notes are currently convertible into shares of Parent common stock and cash, as described in
Section 2.3 of this Notice. The following table sets forth, for the Parent fiscal quarters indicated, the high and low sales prices of theshares of Parent common stock as reported on Nasdaq.
2016
High
Low
2015
High
Low
2014
High
Low

First

SecondThird

Fourth$ 88.46$ 67.87$ 86.39$ 57.94$ 60.97$ 38.64$47.58 (through May 11, 2016)$36.21 (through May 11, 2016)$103.51$ 91.99$114.69$ 82.85$113.88$ 89.82$$102.0778.27$ 70.61$ 59.36$ 84.70$ 62.00$ 91.10$ 80.84

$
$

95.00
80.78

On May 11, 2016 the closing sale price of Parent common stock as reported on Nasdaq was $36.74 per share.
We urge you to obtain current market information for the Notes, to the extent available, and the shares of Parent common stock
before making any decision to surrender your Notes pursuant to the Purchase Right or to convert your Notes pursuant to the MakeWhole Conversion Right.
2.5 Interest.
The Notes that remain outstanding after consummation of the Purchase Right will continue to accrue interest until they mature,or until the principal of the Notes has been paid, unless the Notes are earlier repurchased or exchanged. Interest on outstanding 2017
Notes is paid on February 15 and August 15 of each year to record Holders of the 2017 Notes as of the preceding February 1 andAugust 1 as applicable. The 2017 Notes bear interest on the principal amount at an annual interest rate of 1.500%. Interest on
outstanding 2020 Notes is paid on April 15 and October 15 of each year to record Holders of the 2020 Notes as of the preceding
April 1 and October 1 as applicable. The 2020 Notes bear interest on the principal amount at an annual interest rate of 0.500%.
Holders who validly surrender, and do not validly withdraw, their Notes in connection with the Purchase Right will be entitled
to receive accrued cash interest payable on their Notes to, but excluding, the Designated Event Repurchase Date, in an amount equal
to the following computation multiplied by each $1,000 of principal amount of Notes surrendered for purchase and not validly
withdrawn: the current interest rate multiplied by the number of days from the last Interest Payment Date (as defined in the applicable
Indenture) to, but excluding, the Designated Event Repurchase Date, divided by 360. The Company estimates that the accrued interest
payable on the Notes will be approximately $4.79 per $1,000 principal amount of 2017 Notes and $0.76 per $1,000 principal amountof 2020 Notes validly surrendered for purchase, and not validly withdrawn, based on the expected Designated Event Repurchase Dateof June 10, 2016.
Holders converting the Notes will not receive a cash payment for accrued and unpaid interest.
3.

Procedures to Be Followed by Holders Electing to Surrender Notes for Purchase.

Holders will be entitled to receive the Designated Event Repurchase Price for their Notes only if they validly surrender, and do
not validly withdraw, their Notes for repurchase before 11:59 p.m., New York City time, on the Expiration Date. Only registered
Holders are authorized to surrender their Notes for purchase. Holders may surrender some or all of their Notes; however, any Notes
surrendered must have a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. No alternative,
conditional or contingent tenders will be accepted. The minimum denomination for the Notes is $2,000. Holders will not be able totender less than all of their Notes if such tender would result in their owning less than the minimum denomination of the relevant
series of Notes. If Holders do not validly surrender their Notes before 11:59 p.m., New York City time, on the Expiration Date, theirNotes will remain outstanding and subject to the existing terms of the Notes and the applicable Indenture.
11

3.1 Delivery of Notes.
The Trustee has informed the Company that, as of the date of this Notice, all Notes are held through DTC accounts in global
form. Accordingly, all Notes surrendered for purchase hereunder must be delivered through ATOP. Delivery of Notes via ATOP will
satisfy the Holder’s delivery requirements pursuant to the terms of the Indentures. The method of delivery of Notes, and all otherrequired documents, including delivery and acceptance through ATOP, is at the election and risk of the person surrendering such
Notes.
A Holder whose Notes are held by a broker, dealer, commercial bank, trust company or other nominee must contact suchnominee if such Holder desires to surrender such Holder’s Notes and instruct such nominee to surrender the Notes for purchase on theHolder’s behalf through the transmittal procedures of DTC as set forth below prior to 11:59 p.m., New York City time, on the
Expiration Date.
A Holder who is a DTC participant may elect to surrender to the Company such Holder’s beneficial interest in the Notes by:•delivering to the Information Agent and Tender Agent’s account at DTC through DTC’s book-entry system such Holder’sbeneficial interest in the Notes prior to 11:59 p.m., New York City time, on the Expiration Date; and•electronically transmitting such Holder’s acceptance through DTC’s ATOP, subject to the terms and procedures of that system
prior to 11:59 p.m., New York City time, on the Expiration Date.

In surrendering through ATOP, the electronic instructions sent to DTC by a broker, dealer, commercial bank, trust company orother nominee on such Holder’s behalf, and transmitted by DTC to the Information Agent and Tender Agent, will acknowledge, on
behalf of DTC and the Holder, receipt by the Holder of an agreement to be bound by the terms of the Purchase Right, including those
set forth in Section 3.2 below.
You bear the risk of untimely surrender of your Notes. You must allow sufficient time for completion of the necessary
DTC procedures prior to 11:59 p.m., New York City time, on the Expiration Date.
3.2 Agreement to be Bound by the Terms of the Purchase Right.
By surrendering, or instructing your nominee to surrender, your Notes for purchase through the transmittal procedures of DTC,
a Holder acknowledges and agrees as follows:•

such Notes shall be purchased as of the Designated Event Repurchase Date pursuant to the terms and conditions set forth in thisNotice;•such Holder agrees to all of the terms of this Notice and acknowledges that it provides the notice required pursuant to theapplicable Indenture with respect to the Designated Event;•

upon the terms and subject to the conditions set forth in this Notice, the applicable Indenture and the Notes, and effective upon
the acceptance for payment thereof, such Holder (i) irrevocably sells, assigns and transfers to the Company, all right, title andinterest in and to all the Notes surrendered, (ii) waives any and all rights with respect to the Notes (including, without limitation,
any existing or past defaults and their consequences), (iii) releases and discharges the Company, the Information Agent andTender Agent, the Trustee, the Paying Agent and the Conversion Agent and their respective directors, officers, employees andaffiliates from any and all claims such Holder may have now, or may have in the future arising out of, or related to, the Notes,
including, without limitation, any claims that such Holder is entitled to receive additional principal or interest payments withrespect to the Notes or to participate in any repurchase or defeasance of the Notes and (iv) irrevocably constitutes and appoints
the Information Agent and Tender Agent as the true and lawful agent and attorney-in-fact of such Holder with respect to any
such surrendered Notes (with full knowledge that the Information Agent and Tender Agent also acts as agent of the Company),
with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled withan interest) to (a) deliver certificates representing such Notes, or transfer ownership of such Notes, on the account books
maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company,(b) present such Notes for transfer on the relevant security register and (c) receive all benefits or otherwise exercise all rights ofbeneficial ownership of such Notes (except that the Information Agent and Tender Agent will have no rights to, or control over,funds from the Company, except as agent for the Company with respect to the Designated Event Repurchase Price), all inaccordance with the terms set forth in this Notice;12•such Holder represents and warrants that such Holder (i) owns the Notes surrendered and is entitled to surrender such Notes and(ii) has full power and authority to surrender, sell, assign and transfer the Notes surrendered hereby and that when such Notes
are accepted for purchase and payment by the Company, the Company will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or right;•

such Holder agrees, upon request from the Company, to execute and deliver any additional documents deemed by the
Information Agent and Tender Agent or the Company to be necessary or desirable to complete the sale, assignment and transferof the Notes surrendered;•surrenders of Notes pursuant to the Purchase Right may be withdrawn through DTC in accordance with the withdrawal
procedures of DTC if there is sufficient time to allow DTC to withdraw those Notes prior to 11:59 p.m., New York City time, on
the Expiration Date;•

all authority conferred or agreed to be conferred pursuant to the terms of the Purchase Right hereby shall survive the death orincapacity of the undersigned and every obligation of the Holder and shall be binding upon the Holder’s heirs, personal
representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives;•the delivery and surrender of the Notes is not effective, and the risk of loss of the Notes does not pass to the Information Agentand Tender Agent, until receipt by the Information Agent and Tender Agent of any and all evidences of authority and any otherrequired documents in form satisfactory to the Company; and•all questions as to the validity, form, eligibility (including time of receipt) and acceptance of any surrender of Notes for purchasepursuant to the procedures described in this Notice and the form and validity (including time of receipt of notices ofwithdrawal) of all documents will be determined by the Company, which determination shall be final and binding on all parties.
4.

Right of Withdrawal.

Notes surrendered for purchase may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Expiration Date.
In order to withdraw previously surrendered Notes, a Holder (or the holder’s broker, dealer, commercial bank, trust company or othernominee) must comply with the withdrawal procedures of DTC in sufficient time to allow DTC to withdraw those Notes prior to
11:59 p.m., New York City time, on the Expiration Date.
Previously surrendered Notes that are validly withdrawn may be validly resurrendered for purchase by following the surrender
procedures described in Section 3 above. Notes surrendered for purchase pursuant to the Purchase Right may not be converted
pursuant to the Make-Whole Conversion Right unless such Notes are first withdrawn on or prior to the Expiration Date. We will
determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal.
Notes surrendered for purchase cannot be converted unless they are withdrawn prior to 11:59 p.m., New York City time, on the
Expiration Date.
5.

Payment for Surrendered Notes; Source and Amount of Funds.

We will deposit with the Information Agent and Tender Agent, prior to 11:00 a.m., New York City time, on the DesignatedEvent Repurchase Date, subject to extension to comply with applicable law, an amount of money sufficient to pay the DesignatedEvent Repurchase Price of all of the Notes or portions thereof that are to be purchased. The Information Agent and Tender Agent willthen, following the later of (x) the Designated Event Repurchase Date and (y) the time of book-entry transfer or delivery of theapplicable Notes to the Information Agent and Tender Agent by the Holder thereof, distribute the money to DTC, the sole record
Holder of Notes. DTC will thereafter distribute the money to its participants in accordance with its procedures.
The total amount of funds required by us to purchase all of the Notes pursuant to the Purchase Right is $2,502,620,682.71(assuming all of the Notes are validly surrendered for purchase and accepted for payment). To pay for any Notes surrenderedpursuant to the Purchase Right, we intend to use cash on hand and/or funds received from affiliates.
13

6.

Notes Acquired or Converted.

Any Notes purchased by us pursuant to the Purchase Right or converted by Holders pursuant to the Make-Whole Conversion
Right will be cancelled by the Trustee, pursuant to the terms of the Indentures.
7.

Plans or Proposals of the Company.

Parent expects to undertake an organizational restructuring shortly after the closing of the Merger. The organizational
restructuring is expected to relocate the Company’s intellectual property offshore where it will be used, and is expected to enable the
combined company to align the Company’s structure with the Western Digital structure. We expect that aligning the structures will(a) facilitate the integration of the Company’s and Parent’s non-U.S. operations, including the supply chains and workforces, and (b)allow the Company to achieve tax results that are similar to Parent’s tax results. As part of that organizational restructuring, assets ofand equity interests in certain subsidiaries of Parent, including those of certain entities acquired by Parent in the Merger, will betransferred to other subsidiaries of Parent. The current board of directors and officers of the Company are entirely comprised of
officers of Parent. As part of the organizational restructuring, they may be replaced by other officers of Parent.
As a result of the closing of the Merger, SanDisk’s common equity is being delisted from Nasdaq and has become eligible fortermination of registration under Section 12(g)(4) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and SanDisk’s obligation to file reports under Section 15(d) of the Exchange Act has been suspended.
Except as noted in this Notice and in the documents incorporated by reference herein, the Company currently has no plans,
proposals or negotiations that relate to or would result in any of the events described in Item 1006(c) of Regulation M-A issued under
the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
8.

Interests of Directors, Executive Officers and Affiliates of the Company in the Notes.

Except as otherwise disclosed below, based on a reasonable inquiry by the Company:•

none of the Company or its executive officers, directors, subsidiaries or other affiliates has any beneficial interest in theNotes;•

the Company will not purchase any Notes from such persons; and•during the 60 days preceding the date of this Notice, none of such officers, directors or affiliates has engaged in anytransactions in the Notes.

A list of the directors and executive officers of the Company is attached to this Notice as Annex A.
9.

Agreements Involving the Company’s Notes.

Except as described in this Notice (including the documents included incorporated by reference), none of the Company, or to its
knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreementwith any other person relating, directly or indirectly, to the Purchase Right or with respect to any of the Notes, including, but notlimited to, any contract, arrangement, understanding or agreement concerning the transfer or the voting of the Notes, joint ventures,loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies,
consents or authorizations.
10. Purchases of Notes by the Company and Its Affiliates.
Each of the Company and its affiliates, including its executive officers and directors, is prohibited under applicable UnitedStates federal securities laws from purchasing Notes (or the right to purchase Notes), other than through the Purchase Right or aconversion, call or redemption of the Notes in accordance with its terms and conditions, from the date of this Notice until at least thetenth (10th) business day after the Designated Event Repurchase Date. Following such time, if any Notes remain outstanding, theCompany and its affiliates may purchase Notes in the open market, in private transactions, through a subsequent tender offer, orotherwise, any of which may be consummated at purchase prices higher or lower than the Designated Event Repurchase Price. Any
decision to purchase Notes after the Designated Event Repurchase Date, if any, will depend upon many factors, including the market
price of the Notes, the amount of Notes surrendered for purchase pursuant to the Purchase Right, the market price of Parent common
stock, the business and financial position of Parent and the Company and general economic and market conditions.
1411. Certain United States Federal Income Tax Consequences.
The following summary describes certain United States federal income tax consequences of the decision of whether to exercise
the Purchase Right or the Make-Whole Conversion Right and, to the limited extent indicated below, of the execution of the
Supplemental Indentures.
This discussion is general in nature and does not discuss all aspects of United States federal income taxation that may be
relevant to a particular beneficial owner of a Note in light of its particular circumstances, or to certain types of beneficial owners
subject to special treatment under United States federal income tax laws (such as insurance companies, tax-exempt organizations,
regulated investment companies, real estate investment trusts, U.S. Holders (as defined below) that have a “functional currency” otherthan the U.S. dollar, persons holding Notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle,
financial institutions, brokers, dealers in securities, commodities or currencies, traders that elect to mark-to-market their securities,
United States expatriates or former long-term residents of the United States, “controlled foreign corporations,” “passive foreign
investment companies,” corporations that accumulate earnings to avoid United States federal income tax, tax-qualified retirement
plans, partnerships or partners therein). In addition, the discussion does not consider the effect of any alternative minimum taxes orforeign, state, local or other tax laws, or any United States tax considerations (e.g., estate or gift tax) other than United States federal
income tax considerations that may be applicable to particular beneficial owners. Furthermore, this summary assumes that beneficial
owners of the Notes beneficially own such Notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Codeof 1986, as amended (the “Code”) (generally, property held for investment).
This summary is based on the Code and applicable U.S. Treasury regulations, rulings, administrative pronouncements andjudicial decisions thereunder as of the date hereof, all of which are subject to change or differing interpretations at any time withpossible retroactive effect.
For the purposes of this summary, a “U.S. Holder” is a beneficial owner of a Note that is an individual citizen or resident of theUnited States, a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the
United States, or otherwise subject to U.S. tax on a net income basis in respect of the Note. A “Non-U.S. Holder” is a beneficial
owner of a Note that is not a U.S. Holder. This summary does not discuss all aspects of United States federal income taxation that
may be relevant to particular Holders or beneficial owners in light of their particular circumstances. Holders and beneficial owners
are urged to consult their tax advisors as to the particular tax consequences to them of exercising their Purchase Right or their MakeWhole Conversion Right, including the effect of any federal, state, local, foreign and other tax laws.
Tax Considerations for U.S. Holders
Execution of the Supplemental Indentures
The Company intends to take the position that the execution of the Supplemental Indentures (as discussed in Section 1.3)
resulted in a deemed exchange of the Notes for United States federal income tax purposes. If that position is correct, then on the dateof such execution, a U.S. Holder will have been deemed to exchange its Notes (the “Old Notes”) for a new debt instrument (the“New Notes”), and will have recognized gain or loss measured by the difference between (i) the “issue price” of the U.S. Holder’s
New Notes; and (ii) such Holder’s adjusted tax basis in the Old Notes. For a discussion of how to determine adjusted basis, see thenext section.
The issue price of a U.S. Holder’s Notes will turn on whether the Old Notes are “traded on an established market”, or the New
Notes will be “traded on an established market”, for U.S. federal income tax purposes. If either the Old Notes are, or the New Notes
will be, so traded, then the issue price of the New Notes will be equal to the fair market value of the Notes on the date of execution. If
either the Company or Parent determines that the Old Notes or New Notes are considered to “traded on an established market”, thenthe Company or Parent is required to make this determination, along with its determination of the fair market value of the Notes,
available to Holders within 90 days of the execution of the Supplemental Indenture. The Company currently intends to do so on its
website.
Holders are encouraged to consult their tax advisors regarding the consequences of the execution of the applicable Supplemental
Indenture.
Exercise of the Purchase Right or Make-Whole Conversion Right
A U.S. Holder will generally recognize capital gain or loss, on an exercise of the Purchase Right or Make-Whole Conversion
Right with respect to a Note, measured by the difference between (i) the amount of cash or the fair market value of Parent common
15

stock received for the Note (except to the extent such cash or shares are attributable to accrued but unpaid interest, which will betreated as such) and (ii) such U.S. Holder’s adjusted tax basis in the Note. Except as noted below with respect to market discount,such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year at the time of theconversion. Long-term capital gains of non-corporate holders are generally eligible for reduced rates of taxation. The deductibility ofcapital losses is subject to limitations. The basis of any shares of Parent common stock received will generally be equal to the fairmarket value of such stock on the date of the exercise of the Make-Whole Conversion Right, and the holding period of such stock will
not include the holding period of the Notes which were exchanged for such stock.
If a U.S. Holder purchased a Note for an amount that was less than its stated redemption price at maturity (as defined in
Section 1278(a)(2) of the Code), such U.S. Holder will be treated as having purchased the Note with “market discount” unless thediscount is less than a specified de minimis amount. Under the market discount rules, a U.S. Holder generally will be required to treat
any gain realized on the sale, exchange, retirement or other disposition of a Note as ordinary income to the extent of any accrued
market discount that has not previously been included in income. For this purpose, market discount will be considered to accrue
ratably during the period from the date of the U.S. Holder’s acquisition of the Note to the maturity date of the Note, unless the U.S.
Holder made an election to accrue market discount on a constant yield basis.
U.S. Holders that Do Not Exercise Their Purchase Right or Make-Whole Conversion Right
U.S. Holders should generally not recognize gain or loss solely as a result of not exercising either the Purchase Right or MakeWhole Conversion Right.
Information Reporting and Backup Withholding
Information reporting generally will apply to any consideration (including accrued but unpaid interest) paid pursuant to theexercise of the Purchase Right or the Make-Whole Conversion Right to U.S. Holders, other than certain exempt recipients. U.S.
Holders may be subject to backup withholding on payments received with respect to the Notes unless such U.S. Holder (a) falls
within certain exempt categories and demonstrates this fact when required, or (b) provides a correct U.S. taxpayer identification
number, certifies that such U.S. Holder is exempt from backup withholding and otherwise complies with applicable requirements ofthe backup withholding rules.
Backup withholding is not an additional tax. A U.S. Holder subject to the backup withholding rules will be allowed a credit
equal to the amount withheld against such U.S. Holder’s United States federal income tax liability and, if withholding results in an
overpayment of tax, such U.S. Holder may be entitled to a refund, provided that the requisite information is timely furnished to theInternal Revenue Service (“IRS”).
Tax Considerations for Non-U.S. Holders
A Non-U.S. Holder will not be subject to U.S. federal income or withholding tax on the exercise of the Purchase Right or theMake-Whole Conversion Right, including in respect of accrued interest, provided that such Non-U.S. Holder (a) does not actually or
constructively own 10 percent or more of the combined voting power of all classes of our stock and is not a controlled foreign
corporation related to us through stock ownership, and (b) has provided a properly completed IRS Form W-8BEN-E, or otherappropriate IRS Form W-8, signed under penalties of perjury, establishing its status as a Non-U.S. Holder (or satisfies certain
documentary evidence requirements for establishing that it is a Non-U.S. Holder), unless, in the case of gain realized by an individual
Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the offer and certain
other conditions are satisfied. If you provide an incorrect Taxpayer Identification Number, you may be subject to penalties imposedby the IRS.
12. Additional Information.
On May 12, 2016 in connection with the completion of the Merger, the Company notified Nasdaq that trading in its shares ofcommon stock should be suspended and the listing of such shares on Nasdaq should be removed. In addition, the Company requested
that Nasdaq file with the SEC an application on Form 25 to delist and deregister the shares of the Company’s common stock under
Section 12(b) of the Exchange Act. On May 12, 2016, Nasdaq informed the Company that it had filed the Form 25 with the SEC. On
or about May 22, 2016, the Company intends to file with the SEC a Form 15 requesting that its reporting obligations under Section 13(a) and 15(d) of the Exchange Act be suspended, until which time the Company shall remain subject to the informational and16

reporting requirements of the Exchange Act.
In accordance with its obligations under the Exchange Act, the Company and Parent have filed annual, quarterly and current
reports and proxy statements and other information with the SEC. These reports and other information can be inspected and copied at
the Public Reference Section of the SEC located at 100 F Street, N.E., Washington, D.C., 20549. Copies of these materials can beobtained from the Public Reference Section of the SEC at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference facilities and their copy charges. These materials also may be accessed electronically by means of
the SEC’s home page on the Internet at www.sec.gov.
The Company has filed with the SEC a Tender Offer Statement on Schedule TO, pursuant to Section 13(e) of the Exchange Act
and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Purchase Right. The Tender Offer
Statement on Schedule TO, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at
the same places and in the same manner as set forth above.
The rules of the SEC allow us to “incorporate by reference” information into this Notice, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The following documents that havebeen previously filed with the SEC contain important information about us and Parent and we incorporate them by reference (otherthan any portions of the respective filings that were furnished to, rather than filed with, the SEC under applicable SEC rules):•Parent’s registration statement on Form S-4 (No. 333-208517), initially filed with the SEC on December 14, 2015;•

Parent’s Annual Report on Form 10-K for the year ended July 3, 2015 filed with the SEC on August 21, 2015;•

Parent’s Quarterly Reports on Form 10-Q for the quarters ended October 2, 2015 filed with the SEC on November 10, 2015,
January 1, 2016 filed with the SEC on February 10, 2016, and April 1, 2016 filed with the SEC on May 9, 2016;•

portions of Parent’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 23, 2015 that areincorporated by reference into Part III of Parent’s Annual Report on Form 10-K for the year ended July 3, 2015 (excluding thesection therein entitled “Compensation Discussion and Analysis” and other information described in Item 402 of Regulation SK under the Securities Act and the executive compensation and related person disclosure rules related to SEC Release Nos. 338732A, 34-54302A and IC-2744A); and•Parent’s Current Reports on Form 8-K filed with the SEC on September 30, 2015 (Items 1.01 and 3.02 only); October 19, 2015
(Item 5.02 only); October 21, 2015 (Item 8.01 only); October 26, 2015; November 5, 2015; November 12, 2015; January 19,
2016; January 22, 2016; February 4, 2016; February 23, 2016; March 15, 2016; March 30, 2016; April 5, 2016; April 14, 2016;
April 29, 2016; May 4, 2016; May 10, 2016 and May 12, 2016.

Any statement contained in any document incorporated by reference into this Notice shall be deemed to be modified orsuperseded to the extent that an inconsistent statement is made in this Notice. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Notice.
We will provide without charge to each person to whom this notice is delivered, upon his or her written or oral request, a copyof any or all documents referred to above which have been or may be incorporated by reference into this notice, excluding exhibits to
those documents unless they are specifically incorporated by reference into those documents. You may request copies of those
documents in writing or by telephone from us at the following address and telephone number: Western Digital Corporation, 3355
Michelson Drive, Suite 100, Irvine, California, 92612-5694, Tel: (949) 672-7000.
We also recommend you review all documents filed with (but not furnished to) the SEC by the Company or Parent pursuant to
Sections 13, 14 and 15(d) of the Exchange Act subsequent to the date of this Notice and prior to 11:59 p.m., New York City time, on
the Expiration Date.
17

In the event of conflicting information in these documents, the information in the latest filed documents should be consideredcorrect.
Notwithstanding the foregoing, the Schedule TO to which this Notice relates does not permit “forward incorporation byreference.” Accordingly, if a material change occurs in the information set forth in this Notice, we will amend the Schedule TO
accordingly.
Holders of the Notes may obtain any of the materials referred to above by requesting them in writing or by telephone from theCompany at the following address:
Western Digital Corporation,
3355 Michelson Drive,
Suite 100, Irvine, California, 92612-5694,
Tel: (949) 672-7000
13. No Solicitations.
The Company has not, directly or indirectly, employed, retained or compensated any person to make solicitations or
recommendations in connection with the Purchase Right.
14. Conflicts.
In the event of any conflict between this Notice on the one hand and the terms of the Indentures or the Notes or any applicablelaws on the other hand, the terms of the Indentures or the Notes or applicable laws, as the case may be, will control.
None of the Company, Parent, their respective Boards of Directors, employees, advisors or representatives, the Information
Agent and Tender Agent, the Trustee, the Paying Agent or the Conversion Agent are making any representation or
recommendation pursuant to this Notice. Each Holder must make his or her own decision as to whether to surrender Notes forpurchase, exercise the Make-Whole Conversion Right or retain the Notes, based on such Holder’s assessment of the current
market value of the Notes and the value of the merger consideration into which the Notes are exchangeable and other relevant
factors.
SANDISK CORPORATION
May 12, 201618

ANNEX A
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names of each of the members of the Company’s board of directors and each of theCompany’s executive officers.
Executive Officers and Directors
Name

Title

Stephen D. Milligan

Director

Michael C. Ray

President and Secretary

Hector Fernandez

Chief Financial Officer

The business address of each person set forth above is:Western Digital Corporation
3355 Michelson Drive, Suite 100
Irvine, California 92612
19