Summary of POST HOLDINGS, INC.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective January 18, 2013, Post Holdings, Inc. (the "Company") amended its Amended and Restated Articles of Incorporation by filing with the Missouri Secretary of State an Amendment of Certificate of Designation, Preferences and Rights of Series A Junior Participating Cumulative Preferred Stock (the "Amendment"). The Amendment terminates the Certificate of Designation, Preferences and Rights of Series A Junior Participating Cumulative Preferred Stock of the Company (the "Certificate of Designation"). The Amendment is filed herewith as Exhibit 3.3 and incorporated herein by reference.
The Certificate of Designation, which set forth the terms and condition of the Company's Series A Junior Participating Cumulative Preferred Stock, was made a part of the Company's Amended and Restated Articles of Incorporation when filed with the Missouri Secretary of State on February 3, 2012. The Certificate of Designation was adopted by the Company's Board of Directors in accordance with the Company's Shareholder Rights Protection Agreement dated February 2, 2012 (the "Rights Agreement").
The Amendment is the last of several steps that have been taken by the Company to terminate the Rights Agreement effective January 16, 2013. The Company's Current Report on Form 8-K and Amendment No. 5 to the Company's Registration Statement on Form 10, both of which were filed with the Securities and Exchange Commission on January 17, 2013 and both of which are incorporated herein by reference, provide additional information regarding termination of the Rights Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

   Number    Description
    3.1      Amended and Restated Articles of Incorporation of the Company
             (incorporated by reference to Exhibit 3.1 of the Company's Current
             Report on Form 8-K filed on February 2, 2012).
    3.2      Certificate of Designation for Series A Junior Participating
             Cumulative Preferred Stock (incorporated by reference to Exhibit 3.3
             of the Company's Current Report on Form 8-K filed on February 2,
             2012).
    3.3      Amendment of Certificate of Designation, Preferences and Rights of
             Series A Junior Participating Cumulative Preferred Stock.