Forward Looking Statements Information in this communication, other than statements of historical facts, may constitute forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, state-ments about the benefits of the proposed transaction between Capital One Financial Corporation
(Capital One) and Discover Financial Services (Discover), the com-bined companys plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be
identified by termi-nology such as may, will, should, targets, scheduled, plans, intends, goal, anticipates, expects,
believes, forecasts, outlook, estimates, potential, or continue or negatives of such terms or other comparable terminology. All forward-looking statements are subject to risks,
uncertainties and other factors that may cause the actual results, performance or achievements of Capital One or Discover to differ materially from any results expressed or implied by such for-ward-looking statements. Such factors include, among
others, (1) the risk that the cost savings and any revenue synergies and other anticipated benefits from the transaction may not be fully realized or may take longer than anticipated to be realized, the risk that revenues following the
transaction may be lower than expected and/or the risk that certain expenses, such as the provision for credit losses, of Discover, or Capital One following the transaction, may be greater than expected, (2) disruption to the parties
businesses as a result of the announcement and penden-cy of the transaction, (3) the risk that the integration of Discovers business and operations into Capital One, including the integration into Capital Ones compliance management
program, will be materially delayed or will be more costly or difficult than expected, or that Capital One is otherwise unable to successfully integrate Dis-covers businesses into its own, including as a result of unexpected factors or events,
(4) the possibility that the requisite regulatory, stockholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated
(and the risk that requisite regulatory approvals may result in the imposition of conditions that could adversely affect Capital One or the expected benefits of the transaction following the closing of the transaction), (5) reputational risk
and the reaction of each companys customers, suppliers, employees or other business partners to the transaction, (6) the failure of the closing conditions in the merger agreement to be satisfied, or any unex-pected delay in completing the
transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (7) the dilution caused by the issuance of additional shares of Capital Ones common stock in
connection with the transaction, (8) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) risks related to management and oversight of the
expanded business and operations of Capital One following the transaction due to the increased size and complexity of its business, (10) the possibility of increased scrutiny by, and/ or additional regulatory requirements of, governmental
authorities as a result of the transaction or the size, scope and complexity of Capital Ones business operations following the transaction, (11) the outcome of any legal or regulatory proceedings that may be currently pending or later
instituted against Capital One before or after the transaction, or against Discover, (12) the risk that expectations regarding the timing, completion and accounting and tax treatments of the transaction are not met, (13) the risk that any
announcements relating to the transaction could have adverse effects on the market price of Capital Ones common stock, (14) certain restrictions during the pendency of the transaction, (15) the diversion of managements
attention from ongoing business operations and opportunities, (16) Capital Ones and Discovers success in executing their respective business plans and strategies and managing the risks involved in the foregoing, (17) effects of
the announcement, pendency or com-pletion of the transaction on Capital Ones or Discovers ability to retain customers and retain and hire key personnel and maintain relationships with Capital Ones and Discovers suppliers and
other business partners, and on Capital Ones and Discovers operating results and businesses generally, (18) general competitive, economic, polit-ical and market conditions and other factors that may affect future results of Capital
One and Discover, including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices;
the impact, extent and timing of technological changes; capital management activities and (19) any other factors that may affect Capital Ones future results or the future results of Discover; and other actions of the Federal Reserve Board
and legislative and regulatory actions and reforms. Additional factors which could affect future results of Capital One and Discover can be found in Capital Ones Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K, and Discovers Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SECs website at http:// www.sec.gov. Capital One and Discover
disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as
required by federal securities laws. Important Information About the Transaction and Where to Find It Capital One filed a registration statement on Form S-4 (No. 333-278812) with the SEC on April 18, 2024, as amended on June 14, 2024, to
register the shares of Capital Ones common stock that will be issued to Discover stockholders in connection with the proposed transaction. The registration statement, which is not yet effective, includes a preliminary joint proxy statement of
Capital One and Discover that also constitutes a preliminary prospectus of Capital One. If and when the registration statement becomes effective and the joint proxy statement/prospectus is in definitive form, such joint proxy statement/prospectus
will be sent to the stockholders of each of Capital One and Discover in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY
STATEMENT/PROSPECTUS (AND ANY OTHER AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSAC-TION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PRO-SPECTUS) BECAUSE
SUCH DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Capital One or
Discover through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Capital One or Discover at: Capital One Financial Corporation 1680 Capital One Drive McLean, VA 22102 Attention: Investor
Relations investorrelations@capitalone.com (703) 720-1000 Discover Financial Services 2500 Lake Cook Road Riverwoods, IL 60015 Attention: Investor Relations investorrelations@discover.com (224) 405-4555 Before making any voting or
investment decision, investors and security holders of Capital One and Discover are urged to read carefully the entire registration statement and preliminary joint proxy statement/prospectus, including any amendments thereto when they become
available, because they contain or will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above. Participants in Solicitation Capital One, Discover and certain of their
directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of each of Capital One and Discover in connection with the proposed transaction. Information regarding the directors and executive
officers of Capital One and Discover and other persons who may be deemed participants in the solicitation of the stockholders of Capital One or of Discover in connection with the proposed transaction will be included in the joint proxy
statement/prospectus related to the proposed transaction, which will be filed by Capital One with the SEC. Information about the directors and executive officers of Capital One and their ownership of Capital One common stock can also be found in
Capital Ones definitive proxy statement in connection with its 2024 annual meeting of stockholders, as filed with the SEC on March 20, 2024, and other documents subsequently filed by Capital One with the SEC. Information about the
directors and executive officers of Discover and their ownership of Discover com-mon stock can also be found in Discovers definitive proxy statement in connection with its 2024 annual meeting of stockholders, as filed with the SEC on
March 15, 2024, and other documents subsequently filed by Discover with the SEC. Additional infor-mation regarding the interests of such participants is included in the preliminary joint proxy statement/prospectus and other relevant documents
regarding the proposed transaction filed with the SEC when they become available. COMMUNITY BENEFITS PLAN 20 Copyright 2024 Capital One