Market Overview

Third Point Nominates "Shareholder Slate" to Challenge Campbell's Entrenched Board and "#Refreshtherecipe"


- Major Shareholder Sends Letter to Board Outlining Case for Board
Changes -

- Says Time Has Come to Refresh the Recipe by Nominating a
Highly-Qualified, Independent Slate of Directors to Set a Strategy That
Will Benefit All Shareholders -

Third Point (NYSE:TPRE, LSE: TPOU)), a New York-based asset manager with
$18 billion of capital, has announced that it will seek to replace the
full Board at the Campbell Soup Company (NYSE:CPB) at the Company's
Annual Meeting.

Additional information, including the Third Point slate of Board
nominees, can be found at
The text of Third Point's letter accompanying the Nomination Packet,
addressed to Campbell Board Chairman Les Vinney, is below.

September 7, 2018

Les Vinney
Chairman of the Board of Directors
Campbell Soup
1 Campbell Place
Camden, NJ 08103

Dear Mr. Vinney:

Enclosed with this letter is a nomination package pursuant to which
Third Point LLC, on behalf of funds it manages, nominates twelve
individuals (the "Shareholder Slate") to
constitute a completely revamped board of directors ("Board")
of Campbell Soup Company (the "Company" or "Campbell").

In Third Point's previous proxy contests, we have sought only a few
board seats to influence governance and implement change. Unfortunately,
this Board's persistent failure to discharge its fiduciary duties leaves
us no choice but to seek to replace the entire Board with our
Shareholder Slate.

Today, the shares of Campbell trade at a price that is ~20% lower than
it was 20 years ago. The stock performance is a report card on this
Board's tenure of mismanagement, waste, ill-conceived strategy, and
inept execution. On the Company's earnings call last month, Interim CEO
Keith McLoughlin detailed the Board's years of failings with an
extensive catalogue of the strategic and financial blunders that brought
the business to the brink.1 Absent from his commentary,
however, was any accountability for the damage. No changes to the
Company's Board or senior leadership were announced, making his contrite
tone ring hollow.

The disappointing outcome of Campbell's recent "strategic review"
process provides further evidence that this Board is unable or unwilling
to take the bold action needed to address the current crisis and does
not understand the depth of the Company's problems. Since 2016 alone,
this Board has overseen over $7 billion of value destruction. Years of
poorly conceived and executed acquisitions have over-levered the balance
sheet, providing a limited range of options to remedy the problems
Campbell confronts today. The Board's shocking failure to have a CEO
succession plan in place following Denise Morrison's sudden exit is a
scathing indictment of its inability to conduct one of any board of
directors' most essential duties – to secure capable, continuous
leadership for the Company.

The Board's recent conduct and aura of complacency makes no sense from a
strategic, operational, or financial perspective. We can only conclude
that the Board remains beholden to the sentimental agenda of its vocal
and empowered minority – the two longstanding family representatives to
the Board who have stubbornly opposed options to create maximum value
for all shareholders for decades. At this point, it would be
simply reckless to leave the Board that caused this mess in charge of
fixing it. As the old maxim attributed to Albert Einstein says, "to do
the same thing over again and expect a different result is insanity."

Third Point's proposed slate of directors brings sophisticated expertise
to oversee Campbell at this critical moment. As you will note from the
individual biographies included in the nomination packet (and available
on Third Point's proxy website,
the Shareholder Slate has extensive experience in operations, marketing,
strategy, transactions, leadership, capital allocation, and general
corporate governance – all of which the current Board lacks.2
Third Point brings a proven record of driving successful turn-arounds by
recruiting world-class leadership talent and overseeing strategy and
capital allocation, leading to dramatic operational improvement and
significant share price appreciation. Third Point previously stated that
a sale of the Company was the only justifiable outcome of a strategic
review, which we believed was the case with the current Board and
leadership team in place. However, the Shareholder Slate, once elected,
will act consistently with its fiduciary duties in pursuing optimal
outcomes for shareholders and managing the Company to enhance long-term

Despite the colossal failure of this Board and its handpicked leaders,
we believe Campbell has durable and iconic brands and many fine
employees who are as frustrated by the arrogance of its leadership and
failure to innovate as we are. You and the rest of the Board are hereby
put on notice that we expect you to conduct yourself and the management
of the Company in a manner that will allow for the most seamless
transition to the Shareholder Slate promptly following the 2018 annual
meeting. We are confident that the time has come to #RefreshtheRecipe at
Campbell with a new truly independent shareholder-friendly slate of
Directors and a fresh vision for the Company.


Daniel S. Loeb


About Third Point

Third Point LLC is an alternative investment firm managing approximately
$18 billion in assets for public institutions, private entities and
qualified individual clients. The firm was founded in 1995 by Daniel S.
Loeb, who serves as Chief Executive Officer and oversees our investment
activity. We employ an opportunistic approach to invest globally in
equity and credit securities.


In connection with their intended solicitation for the 2018 annual
meeting of stockholders of Campbell Soup Company, (the "Company"), Third
Point LLC and certain of its affiliates will file a proxy statement with
the U.S. Securities and Exchange Commission ("SEC") to solicit proxies
from stockholders of the Company for use at the Company's 2018 annual
meeting of stockholders. Third Point LLC will furnish the definitive
proxy statement to the stockholders of the Company, together with a
WILL CONTAIN IMPORTANT INFORMATION. Such proxy statement, when filed,
and any other relevant documents will be available at no charge on the
SEC's website at
and will also be available, without charge, on request from Third Point
LLC's proxy solicitor, Okapi Partners LLC, at (855) 208-8902 or via
email at


In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange
Act of 1934, as amended, the following persons are or may be deemed to
be, participants in the proxy solicitation: Third Point, Daniel S. Loeb,
Third Point Partners Qualified L.P., Third Point Partners L.P., Third
Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P.,
Third Point Enhanced LP, Third Point Advisors LLC, Third Point Advisors
II LLC, Franci Blassberg, Matthew Cohen, Sarah Hofstetter, Munib Islam,
Lawrence Karlson, Bozoma Saint John, Kurt Schmidt, Raymond Silcock,
David Silverman, Michael Silverstein, George Strawbridge, Jr. and
William Toler. Certain of the participants may be deemed to beneficially
own shares of capital stock of the Company described in Third Point
LLC's statement on Schedule 13D initially filed with the SEC on August
9, 2018 (the "Third Point Schedule 13D") as it may be amended from time
to time, and George Strawbridge, Jr. may be deemed to beneficially own
shares of capital stock of the Company described in his statement on
Schedule 13D initially filed with the SEC on August 9, 2018 as it may be
amended from time to time. As described in the Third Point Schedule 13D,
Third Point and Daniel S. Loeb beneficially own an aggregate of
17,000,000 shares of capital stock of the Company (the "Third Point
Shares"). Such Third Point Shares consist of shares held by the
following Third Point investment funds: (i) 3,036,400 shares that are
held by Third Point Partners Qualified L.P., (ii) 341,200 shares that
are held by Third Point Partners L.P., (iii) 7,126,800 shares that are
held by Third Point Offshore Master Fund L.P., (iv) 3,828,400 shares
that are held by Third Point Ultra Master Fund L.P. and (v) 2,667,200
shares that are held by Third Point Enhanced LP. Third Point Advisors
LLC, as the general partner of Third Point Enhanced LP, Third Point
Partners Qualified L.P. and Third Point Partners L.P., may be deemed to
beneficially own 6,044,800 of the Third Point Shares. Third Point
Advisors II LLC, as the general partner of Third Point Offshore Master
Fund L.P. and Third Point Ultra Master Fund L.P. may be deemed to
beneficially own 10,955,200 of the Third Point Shares. As of the date
hereof, Mr. Lawrence Karlson beneficially owns 8,010 shares of capital
stock of the Company; Mr. Michael Silverstein beneficially owns 4,430
shares of capital stock of the Company and Mr. William Toler
beneficially owns 3,000 shares of capital stock.


1 "Simply put, we lost focus. We lost focus strategically. We
had too many initiatives that made the company unnecessarily complex. We
were in the food business and the ag business. We had growth businesses
and we had cash businesses. We were focused on startup businesses and
venture capital investments. We aggressively pursued the important
consumer megatrend of health and well-being without having clarity on
our source of uniqueness or whether we brought a competitive advantage
to the space, and we depended too much on M&A to shape our business

We lost focus within our products and brands. We did not manage our
portfolio in a differentiated manner. We pushed cash businesses for
growth and we underfunded growth businesses. Our resource and capital
allocation discipline was inadequate and we didn't properly align our
resources with our core business franchises where we have strong market
positions unique capabilities and the right to win.

Lastly, we lost focus in process and execution. Our management processes
lack the necessary operating discipline. We created too many silos
throughout the company where decision rights were unclear. We lacked
agility and we're slow to react to customer needs. And finally, we
didn't have a culture of accountability, which led to poor execution."

Campbell's Earnings Call, August 30, 2018.

2 Third Point has no undisclosed financial arrangements with
any member of the Shareholder Slate in connection with such member's
role as nominee for the Board.

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