Chipotle Mexican Grill (CMG)

of Common Stock

Denver, Colorado – (Business Wire) – October 21, 2009 – Chipotle Mexican Grill, Inc. (NYSE: CMG and CMG.B) today announced that its Board of Directors has authorized and will recommend that shareholders approve a proposal to convert all outstanding shares of the company’s Class B common stock into shares of Class A common stock on a one-for-one basis, and rename the Class A common stock as “common stock.” The conversion proposal will require the affirmative vote of the holders of a majority of the voting power of the Class A common stock and Class B common stock voting as a single class, as well as the affirmative vote of the holders of a majority of the Class B common stock voting as a separate class.

The Board of Directors has established a record date of October 30, 2009 and scheduled a special meeting of shareholders on December 21, 2009, subject to completion of the Securities and Exchange Commission review process.

of Common Stock

Denver, Colorado – (Business Wire) – October 21, 2009 – Chipotle Mexican Grill, Inc. (NYSE: CMG and CMG.B) today announced that its Board of Directors has authorized and will recommend that shareholders approve a proposal to convert all outstanding shares of the company’s Class B common stock into shares of Class A common stock on a one-for-one basis, and rename the Class A common stock as “common stock.” The conversion proposal will require the affirmative vote of the holders of a majority of the voting power of the Class A common stock and Class B common stock voting as a single class, as well as the affirmative vote of the holders of a majority of the Class B common stock voting as a separate class.

The Board of Directors has established a record date of October 30, 2009 and scheduled a special meeting of shareholders on December 21, 2009, subject to completion of the Securities and Exchange Commission review process.

Common Stock

The restated certification of incorporation authorizes the issuance of an aggregate 230,000 shares of common stock consisting of 30,000 shares of class B common stock with a $0.01 par value and 200,000 shares of class A common stock with a $0.01 par value. Prior to Disposition, each share of class B common stock was convertible at the option of the shareholder into one share of class A common stock, and each share of class B common stock generally also converted into one share of class A common stock if a transfer of ownership occurred. Shares of class B common stock are no longer convertible beginning October 12, 2006. Shares of class B common stock participate equally in dividends with shares of class A common stock. Shares of class B and class A common stock generally vote as a single class of common stock. Shares of class B common stock have ten votes per share whereas class A common stock shares have one vote per share, except that for purposes of approving a merger or consolidation, a sale of substantially all property or dissolution, each share of both class A and class B will have only one vote.

Common Stock

The consolidated financial statements and related notes reflect retroactive application of the Reclassification (as discussed in Note 1) including the conversion of each of the outstanding shares of preferred stock and common stock into one-third share of class B common stock. The restated certification of incorporation authorizes the issuance of an aggregate 230,000 shares of common stock consisting of 30,000 shares of class B common stock with a $0.01 par value and 200,000 shares of class A common stock with a $0.01 par value. Prior to Disposition, each share of class B common stock was convertible at the option of the shareholder into one share of class A common stock, and each share of class B common stock generally also converted into one share of class A common stock if a transfer of ownership occurred. Shares of class B common stock are no longer convertible beginning October 12, 2006. Shares of class B common stock participate equally in dividends with shares of class A common stock. Shares of class B and class A common stock generally vote as a single class of common stock Shares of class B common stock shares have ten votes per share whereas class A common stock shares have one vote per share, except that for purposes of approving a merger or consolidation, a sale of substantially all property or dissolution, each share of both class A and class B will have only one vote.

48

Table of Contents

Chipotle Mexican Grill, Inc.

Notes to Consolidated Financial Statements—(Continued)

(dollar and share amounts in thousands, unless otherwise specified)

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley and Cowen on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement (the “

Common Stock