2019 Review of Shareholder Activism - Lazard.com

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CONFIDENTIAL                                                                                          JANUARY 2020

                           LAZARD'S SHAREHOLDER ADVISORY GROUP

                          2019 Review of Shareholder Activism

                    Lazard has prepared the information herein based upon publicly available
                 information and for general informational purposes only. The information is not
                intended to be, and should not be construed as, financial, legal or other advice,
               and Lazard shall have no duties or obligations to you in respect of the information.
2019 REVIEW OF SHAREHOLDER ACTIVISM

Key Observations on the Activist Environment in 2019
      Activist Activity          187 companies targeted by activists, down 17% from 2018’s record but in line with multi-year average levels
         Returns to                Aggregate capital deployed by activists (~$42bn) reflected a similar dip relative to the ~$60bn+ level of 2017/2018
1    Multi-Year Trend            A record 147 investors launched new campaigns in 2019, including 43 “first timers” with no prior activism history
     After Record 2018           Elliott and Starboard remained the leading activists, accounting for more than 10% of global campaign activity
                                 Activism against non-U.S. targets accounted for ~40% of 2019 activity, up from ~30% in 2015
                                   Multi-year shift driven both by a decline in U.S. targets and an uptick in activity in Japan and Europe
        Activism’s               For the first time, Japan was the most-targeted non-U.S. jurisdiction, with 19 campaigns and $4.5bn in capital deployed in 2019
2   Continued Influence           (both local records)
     Outside the U.S.            Overall European activity decreased in 2019 (48 campaigns, down from a record 57 in 2018), driven primarily by 10 fewer
                                  campaigns in the U.K.
                                   Expanded activity in continental Europe – particularly France, Germany and Switzerland – partially offset this decline

                                 A record 99 campaigns with an M&A-related thesis (accounting for ~47% of all 2019 activity, up from ~35% in prior years) were
                                  launched in 2019
     Record Number of              As in prior years, there were numerous prominent examples of activists pushing a sale (HP, Caesars) or break-up (Marathon,
3      M&A-Related                   Sony) or opposing an announced transaction (Occidental, Bristol-Myers Squibb)
        Campaigns
                                 The $24.1bn of capital deployed in M&A-related campaigns in 2019 represented ~60% of total capital deployed
                                   The technology sector alone saw $7.0bn put to use in M&A related campaigns

                                 122 Board seats were won by activists in 2019, in line with the multi-year average1
                                   Consistent with recent trends, the majority of Board seats were secured via negotiated settlements (~85% of Board seats)
    Activist Influence on
4    Boards Continues              20% of activist Board seats went to female directors, compared to a rate of 46% for all new S&P 500 director appointees2
                                 Activists nominated a record 20 “long slates” seeking to replace a majority of directors in 2019, securing seats in two-thirds (67%)
                                  of the situations that have been resolved
    Outflow Pressure on          Actively managed funds saw ~$176bn in net outflows through Q3 2019, compared to ~$105bn in 2018 over the same period
5    Active Managers             The “Big 3” index funds (BlackRock, Vanguard and State Street) continue to be the primary beneficiaries of passive inflows,
         Intensifies              collectively owning ~19% of the S&P 500 – up from ~16% in 2014
                                 ESG focus continues to grow: over the past two years, the AUM represented by signatories to the UN’s Principles for Responsible
                                  Investment increased ~26% to ~$86tn, and the number of assets in ESG-related ETFs increased ~300%
     Other Noteworthy
6                                The Business Roundtable’s “Statement on the Purpose of the Corporation” emphasized the importance of companies
       Observations
                                  incorporating the interests of all stakeholders, not just shareholders, into their decision-making processes
                                 The SEC’s guidance on proxy advisors sought to increase accountability and oversight standards in their company evaluations
                 Source:   FactSet, ETFLogic, UN PRI, Simfund, press reports and public filings as of 12/31/2019.
                 Note:     All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement.   1
                 1         Represents Board seats won by activists in the respective year, regardless of the year in which the campaign was initiated.
                 2         According to Spencer Stuart’s 2019 Board Index.
2019 REVIEW OF SHAREHOLDER ACTIVISM

   1     Campaign Activity and Capital Deployment
         ($ in billions)

  Annual Campaign Activity                                                                                                 Companies Targeted Annually by Region
                                                                      1
  # of Companies Targeted1              # of Campaigns Initiated                                                           # of Companies Targeted1                                                                           226
                                                                                248                 Campaigns in line
          205                                    212                                    209            with historical                                                                                      5                 20
                                                                                                                                           188                6                                188                                                  187
                             187                                          226                        activity but below                                               168           6                                         30                               8
          188                                                                           187         2018’s record pace                     12                                                  23
Mean: 193                                        188                                                                                                                                                                                                 27
                                                                                                                                           39                           15                                                    54                              U.S. targets account
                             168                                                                                                                                        36                     49                                                    44     for ~60% of companies
                                                                                                                                                                                                                                                             targeted, compared to
                                                                                                                                                                                                                                                                 ~70% in 2015
                                                                                                                                           131                                                                                122
                                                                                                                                                                      111                      111                                                  108

                                                                                                                                       2015                         2016                      2017                        2018                     2019
         2015                2016                2017                 2018             2019                                                                   Rest of World                   APAC              Europe                    U.S.

 Capital Deployment in New Campaigns                                                                                       Capital Deployment by Sector in 2019

   Aggregate Value of New Activist Positions2                                                                              Aggregate Value of New Activist Positions2
                                                                           $66.4           Lower capital
                                                   $63.8                                deployed following
         $57.7                                                                         heightened activity in               23%
                                                    7.8                                                                                          22%
                                                                           13.5
                                                                                          2017 and 2018
          11.4
                                                                            8.7                                                                                     16%
                                                    18.7                                   $42.2
                                                                                              6.1                                                                                   12%         11%
          17.6                $30.5                                        19.0
                                                                                              11.5
                               6.0                  20.9                                                                                                                                                                                                    3%            3%
                                                                                                                                                                                                                 4%                   3%
          13.2                                                                                                                                                                                                                                     3%       $1.1          $1.1
                              12.8                                                            13.0                           $9.9                $9.3               $6.7            $5.1        $4.8             $1.7                $1.5          $1.1
                                                                           25.3
          15.4                 6.0                  16.5
                                                                                                                                                 Technology

                                                                                                                                                                                                                                    Institutions

                                                                                                                                                                                                                                                                          Media
                                                                                                                                                                                                                                                   Retail

                                                                                                                                                                                                                                                            Real Estate
                                                                                                                             Industrials

                                                                                                                                                                                    Telecom

                                                                                                                                                                                                 Consumer

                                                                                                                                                                                                                 Healthcare
                                                                                              11.7                                                                Energy & Infra.

                                                                                                                                                                                                                                     Financial
                               5.7
                                                                                                                                                                     Power,

         2015                 2016                 2017                    2018               2019
                                           Q1     Q2       Q3    Q4
                                                                                                          Above/Below
                                                                                                          2015-18 Avg.3
                           Source:    FactSet, press reports and public filings as of 12/31/2019.                                                                                                                                                                                 2
                           Note:      All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement.
                           1          Companies spun off as part of campaign process counted separately.
                           2          Calculated as of campaign announcement date. Does not include derivative positions.
                           3          4-year average based on aggregate value of activist positions.
2019 REVIEW OF SHAREHOLDER ACTIVISM

 1      Notable 2019 Public Campaign Launches and Developments—U.S.
        ($ in billions)
  Launch           Company /                                                                                 Launch   Company /
   Date            Market Cap              Activist                            Highlights                     Date    Market Cap   Activist                       Highlights

                                                        Icahn disclosed a stake in HP and urged the
                                                         Company to merge with Xerox, citing cost                                              In October, Aramark announced a settlement
                                                         synergies                                                                              with Mantle Ridge, appointing six new
     11/19                $29.8                                                                              5/19                               Directors, including a new CEO, while also
                                                        HP rejected the takeover proposal, criticizing                                         agreeing to lower its threshold to call a special
                                                                                                                         $8.6
                                                         Xerox’s “hostile” actions, but noted it saw                                            meeting
                                                         potential in a deal
                          $8.4

                                                        D.E. Shaw released a white paper criticizing
                                                         Emerson’s cost structure and organization,                                            In August, Occidental completed its acquisition
                                                         urging an independent strategic review                                                 of Anadarko
     9/19                                               Emerson reached an informal settlement with         5/19                              In November, Icahn signaled its intent to
                                                         D.E. Shaw in November, appointing an                                                   nominate a slate of 14 Directors to replace
                          $39.5                                                                                         $44.0                   Occidental’s Board
                                                         independent Director and agreeing to review its
                                                         compensation program

                                                        Following Elliott’s demand for Marathon to
                                                                                                                                               Starboard and Wellington separately came out
                                                         break itself up, the Company announced that it
                                                                                                                                                against the Company’s planned $74bn
                                                         would spin off its Speedway unit
                                                                                                                                                acquisition of Celgene, citing pipeline risks,
     9/19                                               In December, Marathon announced a                   2/19                               with Starboard also nominating Directors
                          $39.6                          settlement with Elliott, agreeing to replace an                $81.4                  Starboard withdrew its campaign after ISS and
                                                         outgoing Director with one approved by Elliott;
                                                                                                                                                Glass Lewis recommended in favor of the deal
                                                         Marathon also agreed to declassify its Board

                                                        Following Elliott’s initial letter, AT&T sold off                                     Elliott and Starboard separately pushed eBay
                                                         several assets in pre-planned transactions                                             to divest non-core assets like StubHub and its
                                                        In late October, AT&T announced long-term                                              Classifieds business, with each settling
     9/19                                                financial targets, the addition of new              1/19                               separately for Board representation
                      $268.8                             independent Directors and a delay in its CEO                   $31.7                  The Company’s CEO resigned in September
                                                         succession, which Elliott issued a press                                               after disagreements with the Board, and eBay
                                                         release in support of                                                                  later sold StubHub for ~$4bn

                                                        Starboard sent a letter to AECOM in June                                              In December, ValueAct and Citi extended their
                                                         2019, urging it to launch a full strategic review                                      information sharing agreement through 2021,
                                                         and sell its Construction Services business                                            with ValueAct complimenting Citi’s leadership
     6/19                                               In November, Starboard and AECOM settled,           5/18                              ValueAct and Citi had first entered into an
                                                         with AECOM adding three new independent                                                information sharing agreement in January
                          $5.8                                                                                          $173.2
                                                         Directors, including a Starboard Partner, to its                                       following the disclosure of ValueAct’s position
                                                         Board and splitting the Chairman / CEO roles                                           in May 2018

                           Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                                              3
2019 REVIEW OF SHAREHOLDER ACTIVISM

 1       Notable 2019 Public Campaign Launches and Developments—Rest of World
         ($ in billions)

 Launch          Company /                                                                                  Launch   Company /
  Date           Market Cap             Activist                            Highlights                       Date    Market Cap   Activist                        Highlights

                                                                                                                                              Following months in which Elliott said that it
                                                      Oasis sent a letter to Seven & i in September
                                                                                                                                               would not tender its shares in Capgemini’s
                                                       and demanded the divestment of non-core
 11/19                $34.1                                                                                 7/19       $4.2                    buyout of Altran, Elliott released a presentation
                                                       units, improved governance and greater capital
                                                                                                                                               in November detailing its opposition to the deal
                                                       return
                                                                                                                                               and urged Capgemini to increase its offer price

                                                      In October, Prosus announced a separate bid
                                                       for Just Eat beyond Takeaway.com’s existing
                                                       offer, which had received opposition from                                              In September, Ferguson announced that it
                                                       Eminence but support from Cat Rock                                                      would spin off its U.K. operations in order to
  9/19                                                                                                      6/19
                       $6.2                           Just Eat rejected Prosus’ offer, saying it                      $16.5                   create two separately listed companies,
                                                       undervalued its business                                                                following pressure from Trian
                                                      Post-12/31 update: Just Eat’s offer was
                                                       successful

                                                      Following reports that Third Point had built a                                        •   In October, Sony announced record Q2
                                                       stake, the activist disclosed in its Q3 investor                                          operating profit, citing the performance of its
                      $63.7                            letter that it had met with Company executives                                            image sensors business, which Third Point
  8/19                                                                                                      4/19       $54.8
                                                       and urged it to improve governance and                                                    had requested the Company divest
                                                       accelerate the integration of Essilor and                                             •   Sony had earlier dismissed Third Point’s
                                                       Luxottica                                                                                 request for divestitures

                                                                                                                                              Elliott disclosed a stake in SAP in April,
                                                      Following calls from Elliott to divest its                                              supporting a recently announced
                                                       AutoScout24 business, Scout24 announced                                                 comprehensive review
  8/19                 $6.2                            the sale of the unit to Hellman & Friedman in        4/19      $157.7                  In October, SAP’s CEO retired; the Company
                                                       December                                                                                later announced a share buyback plan and
                                                      Elliott cuts its stake in Scout24 shortly after                                         additional details of its strategic plan at a
                                                                                                                                               Special Capital Markets Day

                                                      In October, following Unizo’s rejection of initial
                                                       offers from Fortress and Blackstone, Elliott                                           Elliott nominated Directors to Hyundai’s Board
                                                                                                                                               and made several governance-related
                                                       issued a public letter asking the Company to
  8/19                 $1.1                                                                                 4/18       $30.9                   proposals at Hyundai’s 2019 AGM
                                                       explain its reasons for rejecting the offers
                                                                                                                                              All Elliott proposals and Director nominees
                                                      As of the end of 2019, there were several                                               were defeated at the March AGM
                                                       competing tender offers outstanding

                           Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                                                4
2019 REVIEW OF SHAREHOLDER ACTIVISM

  1     Largest Activist Targets in 2019—U.S. and Rest of World
        ($ in billions)

U.S.                                                                                                               Rest of World

       Company                                  Activist                  Position         Market Cap                Company                  Country               Activist        Position     Market Cap

                                                                            1.2%3             $268.8                                                                                 0.8%3         $157.7

                                                                                                                                                                        /
                                                                                                                                                                                2
                                                                                                                                          1
                                                                               --               99.6                                                                                1.2%3 / --      63.7

                                                                             0.4%               81.4                                                                                 2.7%3          54.8

                                                                             4.0%               44.0                                                                                    --          53.8
2019 REVIEW OF SHAREHOLDER ACTIVISM

      1                   The Broadening Activist Landscape in 2019
                          ($ in billions)
    While Elliott and Starboard remain the most active players, the record number of investors launching campaigns demonstrates activism’s broad
    adoption
      Activist Activity by Campaigns Launched, 20191                                                                                                  Activist Activity by Capital Deployed, 2019
           14
                                13                                                                                                                           $8.4                    80% of Elliott’s 2019 capital deployed
                                                   Elliott and Starboard alone account for more
                                                        than 10% of global campaign activity                                                                                         was concentrated in four campaigns
                                                                                                                                                                                       (AT&T, SAP, eBay and Marathon)

                                             6                                                                                                                                  $3.8
                                                           5
                                                                         4              4          4                                                                                        $2.4           $2.3
                                                                                                                    3            3                3                                                                   $1.7
                                                                                                                                                                                                                                      $1.2          $1.1             $1.0              $0.7         $0.7

                                                                                                                                                             Elliott Mgmt.

                                                                                                                                                                                                                                                                     Cevian Capital
                                                                                                                                                                               Associates

                                                                                                                                                                                            Third Point

                                                                                                                                                                                                          Starboard

                                                                                                                                                                                                                                                    Trian Partners

                                                                                                                                                                                                                                                                                      Eminence

                                                                                                                                                                                                                                                                                                 International
                                                                                                                                                                                                                                     Southeastern
                                                                                                                                                                                                                      Mantle Ridge

                                                                                                                                                                                                                                     Asset Mgmt.
                                                                                                                               D.E. Shaw
          Elliott Mgmt.

                             Starboard

                                            CIAM

                                                      Head Capital

                                                                     Associates

                                                                                                                 Third Point

                                                                                                                                             Corvex
                                                                                   Praesidium

                                                                                                Partners

                                                                                                                                                                                                                                                                                                  Silchester
                                                                                                                                                                                                                                                                                       Capital
                                                                                   Inv. Mgmt.

                                                                                                                                                                                                                                                                                                   Investors
                                                                                                                                             Mgmt.

                                                                                                                                                                                                            Value
                                                                                                 Legion

                                                                                                                                                                                 Icahn
                               Value

                                                        Sachem

                                                                       Icahn

     Investors Launching Campaigns                                                                                                                    Instances of Activism/Vocalism by Traditional Long-Only Investors
                                                                                                                                                      Date                   Shareholder                        Company                                       Action
       “First Timers”
                                         The number of investors engaging in                                                                                                                                                               Criticized proposed merger with Banco
                                             activism continues to grow                                                                               8/19
                                                                                                                                                                                                                                           Sabadell, suggested new deal
                                                                                                                                           147                                                                                             Issued press release stating voting support
                                                                                                                                                      7/19
                                                                                                           131                                                                                                                             for dissident Rice Group slate

                                                     103                          109                                                                                                                                                      Withheld vote for Company Board in
                             100                                                                                                                      4/19
                                                                                                                                                                                                                                           response to Anadarko acquisition
                                                                                                                                           104                                                                                             Group nominated Directors to Company
                                                                                                            91                                        4/19
                                                                                                                                                                                                                                           Board; incumbents re-elected
                              77                      73                           86
                                                                                                                                                                                                                                           Nominated Directors and publicly criticized
                                                                                                                                                      4/19
                                                                                                                                                                                                                                           Company; later settled
                                                      30                                                    40                             43                                                                                              Nominated Directors following capex
                              23                                                   23                                                                 3/19
                                                                                                                                                                                                                                           disagreement
                             2015                   2016                          2017                     2018                            2019                                                                                            Filed first 13D in opposition of Celgene
     % of                                                                                                                                             2/19
                                                                                                                                                                                                                                           acquisition; deal later approved
Campaigns by
                             23%                    29%                           21%                      31%                             29%
“First Timers”                                                                                                                                        1/19
                                                                                                                                                                                                                                           Reached Board refreshment settlement
                                                                                                                                                                                                                                           with Company amid activist campaign

                                            Source:      FactSet, press reports and public filings as of 12/31/2019.                                                                                                                                                                                         6
                                            Note:        All data is for campaigns conducted globally at companies with market capitalizations greater than $500 million at time of campaign announcement.
                                            1            Ranked secondarily on capital deployed in the event of a tie on campaigns launched.
2019 REVIEW OF SHAREHOLDER ACTIVISM

 2    Activism is a Global Phenomenon
As in prior years, international activity accounted for ~40% of both campaigns and capital deployed

                       Capital Deployed1                                                                     Campaigns
                                         Rest of the World                                                                Rest of the World
2019 REVIEW OF SHAREHOLDER ACTIVISM

     2        2019 International Shareholder Activism
              ($ in billions)

     Activism Against European Companies                                                                                        Activism Against APAC Companies

                                                                                    57

                                                               52
                                                                                                                         Although there was record activity in
                                                                                                        48                Q3, 2019 was down from 2018 peak
                                                                                                                         levels; the 16% decrease was in line
                                                                                                                           with the decline in global activity
                    42
                                           40

                                                                                                                                                                                                           30
                                                                                                                                                                                                                     28
                                                                                                                                                                                       26

                                                                                                                                                                  16

                                                                                                                                              12

                  2015                    2016                2017                2018                 2019                                  2015                2016                2017                2018       2019
% of Global                                                                                                             % of Global
Campaigns         20%                     21%                 25%                  23%                 23%              Campaigns             6%                  9%                 12%                  12%       13%
Launched                                                                                                                Launched

                                Source:    FactSet, press reports and public filings as of 12/31/2019.                                                                                                                     8
                                Note:      All data is for campaigns conducted at companies with market capitalizations greater than $500 million at time of campaign announcement. APAC includes all of Asia and
                                           Australia and New Zealand.
2019 REVIEW OF SHAREHOLDER ACTIVISM

 2      European Pullback: U.K. Activity and U.S. Agitators Driving Slowdown
European Activism Decrease Driven by U.K. Activity Decline                                                      U.S. Activists Slowing New Campaign Activity

                                                                                                                                                                        2%
                                                                                                                                                                         1
                   57                                                                                                                          47%                                            51%
                                                                                                                     2018                                                                                           57
                                                                                                                                                27                                             29

                                                                      48                                                                                                                         ~30%
                                                                                                                                                                                               reduction
                   26                                                 16
                                                                                                                                                58%                                    42%
                                                                                                                     2019                                                                                  48
                                                                                                                                                 28                                     20

                                                                                                                                              European Activists        Others      U.S. Activists

                                                                                                                Most Prolific European Activists
                   31                                                 32                                                              2018                                                     2019
                                                                                                                       Activists               # Campaigns                       Activists            # Campaigns

                                                                                                                                                      3                                                    6

                                                                                                                                                      3                                                    2

                                                                                                                                                      2                                                    2
                  2018                                               2019
                                Europe excluding U.K.      U.K.                                                                                       2                                                    2

    U.K. continues to be the #1 target in Europe but has declined from 46% of
                                                                                                                     Despite the success of many U.S. activists, Europe has continued to attract
     European campaigns in 2018 to 33% in 2019
                                                                                                                      more local agitators
    Given the number of non-U.K. campaigns remained stable year-over-year,
                                                                                                                     Several players became more vocal and visible in the European landscape,
     the decrease in U.K. activity had a significant impact on overall European
                                                                                                                      competing with global players
     activity

                   Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                                                                            9
                   Note:     All data is for campaigns conducted at companies with market capitalizations greater than $500 million at time of campaign announcement.
2019 REVIEW OF SHAREHOLDER ACTIVISM

                              2     European Target Diversification Anticipated to Continue
                         2019 saw a move away from the traditional focus on activism in the U.K., with increased activity in France, Germany and Switzerland. There is
                         potential for activists to target other high-performing jurisdictions in the coming year
                                 Activism in Europe has now broadened across the European landscape and activists are targeting all countries in their search to
                                  unlock value and to capture alpha – leaving no stone unturned
                                      Country      Market Size – Companies >$500m (in $bn)1                                                                               # of Activist Campaigns

                                                                                                                           3,258                                                                                   16
Top European Equity Markets

                                                                                                                2,719                                                            7
                                                                                                                                                                                                     Campaigns in large continental
                                                                                                                                                                                                     equity markets increased 56%
                                                                                                      2,222                                                                          8               over 2017-18 levels as activists
                                                                                                                                                                                                     sought deep markets to deploy
                                                                                                                                                                                                           significant capital
                                                                                              1,790                                                                          6

                                                                           868                                                                            1

                                                                        727                                                                                   2

                                                                  402                                                                                                 3

                                                                287                                                                                       1

                                                                249                                                                                       1

                                                           94                                                                                                     2

                                                          44                                                                                              1                # Campaigns 2019           Av. # Campaigns 2017-18

                                                Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                                                                   10
                                                Note:     All data is for campaigns conducted at companies with market capitalizations greater than $500 million at time of campaign announcement.
                                                1         Market size is aggregate market capitalization represented by companies with above $500m market capitalization in each country.
2019 REVIEW OF SHAREHOLDER ACTIVISM

 2        Sharp Focus on Ongoing M&A and Mid-Cap Sweet Spot in Europe

Activism Value Creation Objectives                                                                                       2019 Campaigns by Market Cap and Target Performance vs. Index1

        29%         28%                28% 28%
                                                                                                                                                                                              6
                                19%                                                                                 $20.0bn

                                                                   16%

              12%
                                                                                    13%
                                                                                          12%                                                                                           17
                                                             10%
                                                                                                 9%
                                                                          7%
                                                                                                                    $1.5bn

                                                                                                                                         12
    M&A - Scuttle / Sweeten         M&A - Other               Operations            Capital Structure

                                      2017            2018               2019                                                (50%)        (40%)        (30%)          (20%)     (10%)    0%       10%      20%
                                                                                                                                                                                                                  2
                                                                                                                                                                                                        LTM TSR
                                                                                                                                     #   Number of campaigns

      After difficult activist fund returns in 2018, in 2019 activists shifted to                                             2019 activism demonstrated a clear divergence in strategy by target size
       less risky campaigns with a shorter timeframe                                                                           Targeting of the $1.5-20bn “sweet spot” represented ~49% of 2019
           Scuttle/Sweeten campaigns with limited downside and clearer timeline                                                campaigns, excluding campaigns to scuttle/sweeten announced transactions
            were the most common                                                                                               Activists targeted high performing larger companies to accelerate
           Objectives requiring a longer runway to execution such as operational                                               existing plans, and smaller companies with weaker performance where
            changes were more limited                                                                                           options to “fix” or redefine strategy are more effective

                          Source:    FactSet, press reports and public filings as of 12/31/2019.                                                                                                          11
                          Note:      All data is for campaigns conducted at companies with market capitalizations greater than $500 million at time of campaign announcement.
                          1          Excludes campaigns with scuttle/sweeten deal focus.
                          2          TSR adjusted for the performance of the local index during the LTM before the announcement of the campaign.
2019 REVIEW OF SHAREHOLDER ACTIVISM

 2     Shareholder Activism in Japan
       ($ in billions)

For the first time, Japan was the busiest non-U.S. jurisdiction with record highs in both capital deployed and campaigns launched

 Non-U.S. Activism, 2019                                                                         Campaigns Against Japanese Companies
By Number of Campaigns                                                                                                                                             19

                                                                                                                                                       16
                                                                      Japan
                                                                       23%

                                      Rest of World                                                                                 11
                                          32%

                                                                          United
                                                                         Kingdom
                                                                           19%                          4             4
                                         France
                                           8%
                                                  Canada Germany
                                                    8%     10%
                                                                                                      2015           2016          2017               2018        2019

  By Capital Deployed
                                                                                                 Capital Deployed in Japanese Campaigns

                                                                                                                                                                  $4.5
                                         Rest of World                   Japan                                                     Capital deployed increased
                                             20%                          27%                                                     ~$2bn y-o-y, owing largely to
                                                                                                                                 Third Point’s campaign at Sony
                         France
                           5%                                                                                                                         $2.5
                                       Canada
                                                                                                                     $1.7
                                         9%                       Germany
                                                                    20%                                                            $1.2
                                                   United
                                                  Kingdom
                                                    19%                                               $0.3

                                                                                                      2015           2016          2017               2018        2019

                         Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                           12
2019 REVIEW OF SHAREHOLDER ACTIVISM

 3      The Activist Role in M&A in 2019
                                                                                                                                                                    Scuttle or Sweeten
           Sell the Company                                                       Break-Up / Divestiture
                                                                                                                                                                      Existing Deals
        Agitate for sale of target or encourage                                  Agitation for a divestiture of a non-core                      Entry into a live M&A situation to improve deal terms
                industry consolidation                                             business line or company breakup                                or block an ill-perceived deal from proceeding
                                                             35%                                                                            33%                                                     32%
   Target / Activist                M&A Thesis                             Target / Activist                       M&A Thesis                             Target / Activist            M&A Thesis

                                 Icahn pushed for HP to                                                                                                                             After months of saying it
                              accept a takeover offer from                                                  Following Elliott’s call to break                                    would not tender its shares in
                               Xerox due to potential cost                                                    the Company up, Marathon                                            Capgemini’s offer for Altran,
11/19                           savings of $2bn; after HP              9/19                                 announced it would spin off its           7/19                          Elliott launched a public
                              rejected the offer, Icahn sent                                                 Speedway unit and launched                                          critique of the deal but said it
                                 a letter to shareholders                                                       a comprehensive review                                                 might sell its stake if
                                pushing for their support                                                                                                                        Capgemini sweetened its offer

                                Mantle Ridge reportedly                                                     After Elliott urged divestitures,
                                                                                                               AT&T announced a new,                                              CIAM came out against the
                             pushed for a sale of Aramark,
                                                                                                               long-term strategic plan,                                          proposed merger between
                              also considering forming its
5/19                                                                   9/19                                 including divestitures, but did                                       Renault and Fiat Chrysler,
                              own consortium to make a                                                                                                6/19
                                                                                                                not commit to divesting                                           saying that the deal would
                              takeover bid; Mantle Ridge
                                                                                                            DirecTV as Elliott had initially                                      benefit Fiat Chrysler more
                                 later settled for Board
                                                                                                                        requested                                                        than Renault
                                     representation

                                                                                                                                                                                 Icahn criticized the Anadarko
                               Icahn pushed for a strategic
                                                                                                            Following AbbVie’s acquisition                                           deal and the financing
                             review, eventually settling with
                                                                                                             of Allergan, it was reported                                          Occidental arranged so it
                                 Caesars for three Board
1/19                                                                   6/19                                     that Elliott had privately            5/19                         could avoid a shareholder
                              seats; Eldorado Resorts later
                                                                                                             pushed for the break-up of                                              vote; Icahn planned to
                                  purchased Caesars for
                                                                                                                         Allergan                                                 nominate a slate to replace
                                        $17.3bn
                                                                                                                                                                                      Occidental’s Board

                               Elliott disclosed a stake in                                                   In a letter to shareholders,
                                                                                                                                                                                   Starboard and Wellington
                                 QEP and submitted a                                                           Sony said its Board had
                                                                                                                                                                                  separately came out against
                             takeover offer; in August, the                                                  rejected Third Point’s call to
                                                                                                                                                                                    the Company’s planned
1/19                         two parties settled, with QEP             4/19                                   divest its imaging sensors              2/19
                                                                                                                                                                                 $74bn acquisition of Celgene;
                               adding two Directors and                                                         business, defending its
                                                                                                                                                                                 Starboard withdrew after ISS
                               forming a new operations                                                      conglomerate structure after
                                                                                                                                                                                    and GL backed the deal
                                         committee                                                             Third Point’s white paper

                   Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                                                                   13
                   Note:     All data is for campaigns conducted globally at companies with market capitalizations greater than $500 million at time of campaign announcement.
2019 REVIEW OF SHAREHOLDER ACTIVISM

        3                  Sustained Prominence of M&A-Related Campaigns
      47% of campaigns launched in 2019 were M&A-driven, demonstrating the persistence of M&A as a campaign theme

       M&A Campaigns                                                                                                                                             M&A Campaign Objective Prevalence

               M&A Campaigns (% of All Campaigns)                                                                      Surpasses 2018’s record                      Scuttle or Sweeten Exisiting Deal   Break-Up / Divestiture      Sell the Company
                                                                                                                      number of M&A campaigns
Number of M&A
  Campaigns                79                           59                          76                                82                           99

                                                                                                                                                   47%
                           39%
                                                                                    36%
                                                        32%                                                           33%                                             30%
 Mean: 35%                                                                                                                                                                                33%                                                     35%
                                                                                                                                                                                                           40%                   41%

                           2015                         2016                        2017                              2018                         2019                                   22%
                                                                                                                                                                      38%
                                                                                                                                                                                                           23%                                    33%
       Capital Deployed in M&A Campaigns by Sector
                                                                                                                                                                                                                                 29%
            $9.9
                                 $9.3                                                                    Capital Deployed in M&A Campaigns

                                                                                                             Aggregate $24.1bn of capital
                                                 $6.7                                                         deployed in M&A-related
                                                             $5.1                                          campaigns represents ~60% of all
                                                                         $4.8
                                                                                                                  capital deployed                                                        45%
                                                                                                                                                                                                           37%
                                                                                                                                                                      32%                                                        30%              32%
                                                                                         $1.7           $1.5               $1.1      $1.1               $1.1
            $4.2                $7.0             $3.8        $3.8        $2.6            $0.5           $0.3               $0.8      $0.1               $1.0
                                  Technology

                                                                                                       Institutions
             Industrials

                                               Energy &

                                                                         Consumer
                                                               Telecom

                                                                                          Healthcare

                                                                                                                            Retail

                                                                                                                                     Real Estate

                                                                                                                                                         Media
                                                                                                        Financial
                                                Power,

                                                 Infra.

                                                                                                                                                                     2015                 2016             2017                  2018             2019

                                                 Source:     FactSet, press reports and public filings as of 12/31/2019.                                                                                                                                 14
2019 REVIEW OF SHAREHOLDER ACTIVISM

      4       Board Seats Won
     Board Seats Won1                                                                                                      Non-Activist Employees vs. Activist Employees Appointed as Directors

                                                                                                                            Board Seats Won1                                             Non-Activist Fund Employees Appointed
    Board Seats Won1                                     # of Companies Targeted for Board Seats
                                                                                                                                                                                         Activist Fund Employees Appointed
                                                                            Board seat activity in line                                                                                                161
                                                                             with long-term trends                                                           145
                               79                                                                                                          133
                68                                                     67                 65                                                                                                                       122
                                                                                                837 seats have                                                                   103
                                                   53                                           changed hands
                               145                                    161                         since 2013                                                                                           125
  Mean: 136   133                                                                                                                          94                106
                                                                                          122                                                                                                                       94
                                                                                                                                                                                  75
                                                   103

                                                                                                                                           39                  39                 28                    36          28

                                                                                                                                        2015                2016                2017                   2018        2019
                                                                                                                     Activist
                                                                                                                   Employees            29%                 27%                  27%                   22%         23%
              2015             2016               2017               2018                2019
                                                                                                                  as % of Total

     Settlements vs. Proxy Contests                                                                                        Proxy Stage of Board Seat Wins, 2019

     Board Seats Won1                                           Board Seats Won through Settlements                               Board Seats Won1
                                                                Board Seats Won through Proxy Fights                                                                                                   20
                                                                              161
                                                                                                                                                                               17
                                      145
                     133
                                                                                                  122                                                     18
                                                          103
                                                                              126                                                                                                                                 122
                     112              127
                                                                                                  102
                                                          89
                                                                                                                                      67

                                                                              35
                      21               18                 14                                       20
                     2015             2016               2017                2018                2019
Won through                                                                                                                     Outside Proxy       Proxy Process          After Proxy          Final Vote     Total Seats
Proxy Contest        16%              12%                14%                 22%                  16%                             Process              Initiated              Filing                              Won
as % of Total

                            Source:   FactSet, press reports and public filings as of 12/31/2019.                                                                                                                            15
                            Note:     All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement.
                            1         Represents Board seats won by activists in respective year, regardless of the year in which the campaign was initiated.
2019 REVIEW OF SHAREHOLDER ACTIVISM

 4     Profile of 2019 Activist Director Appointments
Activists consistently enlist experienced individuals with senior public company experience for their Director nominees; however, the gender
diversity of these nominees continues to fall short relative to newly appointed Directors in the S&P 500

 Public Company CEO or CFO Experience                                                                              Public Company Director Experience

                       161                 No Public Company CEO/CFO Experience
                                                                                                                                     161          No Public Company Director Experience
                                           Public Company CEO/CFO Experience                                                                      Public Company Director Experience
                                                                 122                                                                31%                                  122

                      73%                                                                                                                                               22%
                                                                                                                                                                                        In line with incidence
                                                                72%                                                                                                                       of public company
                                                                                                                                                                                         director experience
                                                                                                                                    69%                                                 among new 2019 S&P
                                                                                                                                                                        77%                  500 directors
                      27%                                       28%

                      2018                                     2019                                                                 2018                                2019

 Activist Fund Affiliation of Activist-Sponsored Directors                                                         Gender Diversity of Activist-Sponsored Directors

                             161             Other                                                                                                                     Male
                                             Activist Employee                                                                      161
                                                                                                                                                                       Female
                                                                 122                                                                                                    122

                             78%
                                                                                                                                    83%                                                       According to Spencer
                                                                 77%                                                                                                                        Stuart, women comprised
                                                                                                                                                                       80%
                                                                                                                                                                                                 46% of all new
                                                                                                                                                                                             independent Directors
                                                                                                                                                                                              appointed to S&P 500
                             22%                                 23%                                                                                                                           companies in 2019
                                                                                                                                    17%                                20%
                             2018                               2019                                                                2018                               2019

                   Source:    FactSet, BoardEx, Spencer Stuart’s 2019 Board Index, press reports and public filings as of 12/31/2019.                                                                                 16
                   Note:      All data is for campaigns conducted globally by activists at companies with market capitalizations greater than $500 million at time of campaign announcement..
2019 REVIEW OF SHAREHOLDER ACTIVISM

       4     Long Slate Nominations and Proxy Fights

      Contested Proxy Votes, 2015-2019                                                                                  Long Slate Nominations, 2017-2019

 Board Seats                                                                                                                                                                   A record 20 long slates were nominated in
                   21                 18                  14                   35                  20                          Board Seats Initially Demanded                  2019, though total Board seats won in long
Won Via Proxy
                                                                                                                                                                                   slate fights was lower than in 2018
    Vote                                                                                                                       Ongoing 1
            U.S. Proxy Votes     Non-U.S. Proxy Votes                                                                                                                                                               144
                                                                                                                               Board Seats Won
                                                                                                   23
                                                                                                                                                                                  102

              European proxy votes eclipsed U.S.
              proxy votes for the first time in 2019,                                               6
                 continuing the long-term trend                                                                                                                                                                      39
                                                                                                                                              12                                  45                                 34
                                                          16                                                                                  11
                                                                                                                                             2017                                 2018                              2019
                   14                                                          14                                      Total Long
                                                                                                                                               2                                  13                                 20
                                                                                                                         Slates
                                                                                                                        Long Slate Results, 2019

                                      10                                       7
                                                          12
                                                                                                   17                    Result:
                                                                                                                                                               5                  7
                   13                                                                                                         Settled2
                                       7                                                                                      Proxy Win                                                                 The seven settlements
                                                                                                                                                                                                     accounted for 18 Board seats,
                                                                                                                              Proxy Loss                                                               while the three proxy wins
                                                                                                                              Withdrawn                                                                     accounted for 16
                                                                               7                                                                    2
                                                                                                                              Other3
                                                           4                                                                  Ongoing
                                       3                                                                                                                   2
                    1                                                                                                                                                         3
                                                                                                                                                                   1
                  2015                2016               2017                 2018                2019

                            Source:   FactSet, press reports and public filings as of 12/31/2019.
                            Note:
                            1
                                      Long slates defined as instances where an activist nominated Directors to replace 50%-plus of the incumbent Board.
                                      Reflects Board seats “in play” at the end of Q4 2019.
                                                                                                                                                                                                                                        17
                            2         Includes the appointment of David Martin, an original nominee on Coast Capital’s long slate, as Chairman of FirstGroup in August 2019 following the defeat of Coast’s slate.
                            3         Includes: Velan Capital’s successful withhold campaign against two Progenics Pharmaceutical Directors following the declaration of its long slate nomination as invalid, and the acquisition of
                                      Cincinnati Bell by Brookfield Infrastructure Partners.
2019 REVIEW OF SHAREHOLDER ACTIVISM

  5         The Growing Influence of Passive Managers
            ($ in billions)
 Cumulative Flows and Net Share Issuance1                                                                                   S&P 500 Top 10 Shareholders
                                                                                                                             #       Shareholder                        Ownership Stake and Cumulative Holdings
 1,800                                  Fund Flows                                                         $1,683
                                                                                                                             1 Vanguard                                                                 8.2%
 1,600             Style             Since 2007            20192

 1,400             ETF                  +$1,068            +$56                                                              2 BlackRock                                                        6.6%           14.8%
                   Index                 +$615             +$38
 1,200
                   Active               ($1,782)          ($176)                                                             3 State Street                                             4.4%                        19.2%
 1,000
   800                                                                                                                       4 Capital Group                                      3.1%                                22.3%

   600                                                                                                                       5 Fidelity                                       2.2%                          Top 5         24.4%
   400
                                                                                                                             6 T. Rowe Price                                 1.8%                                          26.3%
   200
      0                                                                                                                      7 Geode Holdings                              1.4%                                             27.6%
 (200)
                                                                                                                             8 Northern Trust                             1.2%                                              28.9%
 (400)
 (600)                                                                                                                       9 Wellington Management                      1.1%                                               30.0%

 (800)                                                                                                                      10 BNY Mellon                                1.0%                                  Top 10         31.0%
(1,000)
                                                                                                                            Q3 2019 S&P 500 Top 10 Shareholder Concentration by Sector6
(1,200)
                                                                                                                                                                                                                S&P 500 Average (48%)
(1,400)                                                                                                                      56%
                                                                                                                                        51%       49%
(1,600)                                                                                                                                                      48%       48%        47%          46%     46%          46%      46%      44%
(1,800)                                                                                                   ($1,782)
          2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
                                                             3
                              Index Domestic Equity ETFs
                                                                     4
                              Index Domestic Equity Mutual Funds
                                                                                  5
                              Actively Managed Domestic Equity Mutual Funds
                                                                                                                              Real     Telecom Consumer Energy Industrials Health         Materials    IT      Financials Consumer Utilities
                              Source:   FactSet, P&I and Simfund.                                                           Estate Services      Disc.                            Care                                     Staples
                              1         Equity mutual fund flows include net new cash flow and reinvested dividends. Data excludes mutual funds that invest primarily in other mutual funds.
                              2
                              3
                                        Through Q3 2019.
                                        ETF distribution channel.
                                                                                                                                                                                                                                      18
                              4         All mutual index funds (excludes ETFs).
                              5         All mutual funds that are not index funds.
                              6         Includes institutional and insider ownership.
2019 REVIEW OF SHAREHOLDER ACTIVISM

    6     Rapid Growth in ESG Investing
Asset managers continue to commit to incorporating ESG principles into their investment processes, and asset classes related to ESG are
seeing strong growth; however, the trend is attracting growing scrutiny over the use of the ESG label and whether the label could be
misleading investors
 Investors Increasing Commitment to ESG                                                                                                                              Growing Scrutiny of the ESG Label

                                                       AUM of PRI Signatories                                                                             $86
The UN Principles for Responsible                       ($ in trillions)                                                                       $82                      The Securities and Exchange Commission has sent
Investment (PRI)                                                                                                                    $68                                 examination letters to firms as record amounts of
                                                                                                              $59 $62                                                   money flow into ESG funds. These funds broadly market
                                                                                                                                                                        themselves as trying to invest in companies that pursue
       Established in 2006, the UN PRI is                                                          $45                                                                 strategies to address environmental, social or governance
        a pledge from investors to                                              $32 $34                                                                                 challenges, such as climate change and corporate diversity.
        incorporate ESG considerations                    $21 $24                                                                                                       ...
        into the investment process                                                                                                                                     “This is a relatively new area,” said Betty Moy Huber, co-
                                                                                                                                                                        head of law firm Davis Polk & Wardwell LLP’s
                                                                                                                                                                        environmental, social and corporate governance group.
       In the past two years, ~660
                                                          2010

                                                                      2011

                                                                                 2012

                                                                                           2013

                                                                                                     2014

                                                                                                               2015

                                                                                                                         2016

                                                                                                                                    2017

                                                                                                                                               2018

                                                                                                                                                          2019
                                                                                                                                                                        “Now the SEC is saying, ‘Wait, how do you know these
        additional asset managers have                                                                                                                                  are ESG products and that you don’t have a fossil fuel
        signed the PRI, bringing the total                                                                                                                              company with known, poor ESG performance in
                                                       ESG ETF Asset Growth                                                                                             there?’”
        number of signatories to nearly                ($ in billions)

        2,400, representing ~$86tn in AUM                                                                                                                               - Wall Street Journal, “ESG Funds Draw SEC Scrutiny,”
                                                        $16                                                                                                             December 2019 (emphasis added)
                                                          14
Assets in ESG ETFs
                                                          12
                                                                                                                                                                         “Thus we arrive at the next problem with using ESG factors:
       Further indication of growing ESG                 10
                                                                                                                                                                         there are no clear standards. . . . In many instances, ESG
        interest can be seen in the growth                  8                                                                                                            reporting has been presented as though it were
                                                                                                                                                                         comparable to financial reporting, but it is not. While
        of related ETF assets; while still a                6                                                                                                            financial reporting benefits from uniform standards
        small part of the asset management                  4                                                                                                            developed over centuries, many ESG factors rely on
        industry, assets in ESG-related                                                                                                                                  research that is far from settled.”
                                                            2
        ETFs have quadrupled since the                                                                                                                                   - Hester Peirce, SEC Commissioner, Remarks at the
                                                                                        Jul 2018

                                                                                                   Oct 2018

                                                                                                                                    Jul 2019
                                                                 Jan 2018

                                                                                                              Jan 2019

                                                                                                                                               Sep 2019

                                                                                                                                                          Dec 2019
                                                                             Apr 2018

                                                                                                                         Apr 2019

        start of 2018                                                                                                                                                    University of California Fullerton, September 2018
                                                                                                                                                                         (emphasis added)

                      Source:   ETFLogic, UN PRI, and press reports.                                                                                                                                                                   19
2019 REVIEW OF SHAREHOLDER ACTIVISM

    6      New Statements and Regulations Reshaping Stakeholder Power
The Business Roundtable “Statement on the Purpose of a Corporation” and the SEC’s proxy advisor guidance were two high-profile moves
intended to redefine the consideration of various stakeholders in corporate decision-making
    “Statement on the Purpose of a Corporation,” August 2019                             SEC Proxy Advisor Guidance, November 2019

       The Business Roundtable’s statement was the first since 1997 that                 The SEC’s guidance clarified that proxy advisors are subject to anti-
        did not endorse the concept of “shareholder primacy” in corporate                  fraud rules and should disclose the sources of information they use in
        decision-making                                                                    arriving at their voting recommendations
       The statement was signed by 181 CEOs
                                                                                          The guidance also allows for a review and feedback period for
       The statement has not been accompanied by any legislative or                       companies to respond to proxy advisor reports and recommendations
        regulatory action that would affect the fiduciary duties of Directors
                                                                                          In November 2019, ISS announced that it was suing the SEC over its
                                                                                           process in arriving at the guidance; ISS claimed that the guidance was
         We commit to:                                                                     issued without the required notice-and-comment period
         - Delivering value to our customers. We will further the tradition of
         American companies leading the way in meeting or exceeding customer
         expectations.
         - Investing in our employees. This starts with compensating them fairly
                                                                                            We must recognize that there is a myriad of investor interests and
         and providing important benefits. It also includes supporting them
                                                                                            preferences. Many of these interests overlap substantially, such as
         through training and education that help develop new skills for a rapidly
                                                                                            the thirst for information material to an investment decision. But
         changing world. We foster diversity and inclusion, dignity and respect.
                                                                                            there are many others that do not and may be in direct conflict, such as
         - Dealing fairly and ethically with our suppliers. We are dedicated to             a desire for a company to sell or buy a particular business or undertake
         serving as good partners to the other companies, large and small, that             a particular study or course of action. . . . Accordingly, our proxy
         help us meet our missions.                                                         process, in its components and as a whole, necessarily reflect the
                                                                                            need for a rich exchange of information and the need to balance
         - Supporting the communities in which we work. We respect the                      the interests of proponents of shareholder proposals with the
         people in our communities and protect the environment by embracing                 interests of their fellow shareholders.
         sustainable practices across our businesses.
                                                                                                - Jay Clayton, “Statement of Chairman Jay Clayton on Proposals to
         - Generating long-term value for shareholders, who provide the                       Enhance the Accuracy, Transparency and Effectiveness of Our Proxy
         capital that allows companies to invest, grow and innovate. We are                                                      Voting System” (emphasis added)
         committed to transparency and effective engagement with shareholders.
                                        - The Business Roundtable (emphasis added)

                      Source:   Press reports and public filings.                                                                                                  20
2019 REVIEW OF SHAREHOLDER ACTIVISM

Key Questions for Activism in 2020 and Beyond

                                                 Will activity rebound to
         Will 2020 see more                    2018 levels or remain in line                  Will the distinction
            AT&T-esque                          with the long-term trend?                   between private equity
       “settlements” without                                                                and activism continue
        formal agreements?                                                                     to blur in 2020?

             How will activist
           fundraising in 2020
         impact new campaigns
          and aggressive public
                tactics?
                                                          ?                              How will increasing
                                                                                          investor activism
                                                                                         around M&A shape
                                                                                        2020’s largest deals?

                          As ESG standards
                                                                             Will regulators and
                         proliferate, how will
                                                                          politicians propose plans
                          shareholders and
                                                                           relating to shareholder
                      companies prioritize which
                                                                                concentration?
                         ones to adhere to?

                                                                                                                     21
2019 REVIEW OF SHAREHOLDER ACTIVISM

Shareholder Advisory Group—Key Contacts

                                              Managing Director and
                   Jim Rossman                                                  (212) 632-6088         jim.rossman@lazard.com
                                           Head of Shareholder Advisory

                Mary Ann Deignan                 Managing Director              (212) 632-6938      maryann.deignan@lazard.com

               Andrew T. Whittaker               Managing Director              (212) 632-6869      andrew.whittaker@lazard.com

                                               Managing Director and
                   Rich Thomas                                                 +33 1 44 13 03 83     richard.thomas@lazard.com
                                       Head of European Shareholder Advisory

                Dennis K. Berman                 Managing Director              (212) 632-6624       dennis.berman@lazard.com

               Christopher Couvelier                 Director                   (212) 632-6177     christopher.couvelier@lazard.com

                  Kathryn Night                      Director                   (212) 632-1385        kathryn.night@lazard.com

                  Todd Meadow                        Director                   (212) 632-2644        todd.meadow@lazard.com

                                                                                                                                  22
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