The special meeting of the shareholders will be held on April 26, 2018 immediately following the adjournment of the Corporation's Annual Meeting of Shareholders occurring on the same date and place at 1:00 p.m., Eastern Daylight time.

 Location:  St. Regis Hotel
         Two East 55th Street at Fifth Avenue
         New York, New York 10022

   Special Meeting Proxy Statement

   Special Meeting Proxy Card

The Special Meeting is open to all of our shareholders. If you are a shareholder of record and if you plan to attend the meeting, you must present a valid picture identification to be admitted to the meeting. If you are a beneficial shareholder (i.e., shares held through a brokerage account) and plan to attend the meeting, you must present valid picture identification and show a valid proof of ownership of shares by presenting any of the following: (1) a copy of a brokerage statement, (2) a legal proxy, (3) a letter from the broker confirming ownership of shares, or (4) an admission ticket which can be obtained by registering in advance of the meeting at www.proxyvote.com/register. Shareholders may bring up to two guests; however, each guest must be registered by the shareholder at www.proxyvote.com/register as well as present valid picture identification along with the admission ticket. If we cannot verify that you own Biglari Holdings shares or are a registered guest, you will not be admitted to the meeting.

 Cameras, recording devices, and other electronic devices
 will not be permitted at the meeting.