Review of Shareholder Activism - 2018 3Q YTD · Source: Activist Insight, FactSet and public filings as of 09/28/2018. Note: All data is for campaigns conducted globally at companies

Review of Shareholder Activism - 2018 3Q YTD

L A Z A R D ’ S S H A R E H O L D E R A D V I S O R Y G R O U P

O C T O B E R 2 0 1 8

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.

Key Observations on the Activist Environment through 3Q 2018

R E V I E W O F S H A R E H O L D E R A C T I V I S M - 2 0 1 8 3 Q Y T D

Record Level of

Companies Targeted

Activists targeted 174 companies in the first three quarters of 2018, surpassing 169 companies targeted in all of

2017

26% more campaigns initiated YTD over 2017 YTD, representing capital deployment of $53.8bn, in-line with 2017

YTD levels

Nonetheless, 3Q witnessed a decline in new campaign activity and capital deployment relative to the record-

setting 1Q and 2Q 2018

A record 130 activists were responsible for YTD campaigns, exceeding the level for all of 2017

Elliott accounted for ~10% of all activity, with 19 campaigns launched YTD

Board Seats Won on

Track to Surpass 2016

Record

The 130 Board seats won in 2018 YTD represent a ~88% increase over 2017 YTD and a ~30% increase over the

number won in all of 2017

Starboard, Elliott, and Icahn alone accounted for ~48% of all Board seats won

Board seats mostly granted via settlement, with only ~15% resulting from proxy fights

Only 25% of Board seats won YTD were filled by activist fund employees, the lowest level on record

Board Change and

M&A are the Most

Common Objectives

Board change and M&A initiatives were each requested in one third of all new campaigns YTD

Targets Becoming

Increasingly Global

42% of campaigns YTD targeted non-US companies, including 21% launched at European companies, 10% at

Asian companies, 6% at Canadian companies, and 3% at Latin American companies

European activity is modestly down, with 40 campaigns YTD as compared to 42 in 2017 YTD

38% decline in year-over-year capital deployed in Europe stems from lack of multiple $1bn+ stakes that

characterized 2017 YTD

Increasing

Engagement from

Traditional Active

Managers

Traditional long-only investors continue to refine their engagement strategies

A growing list of institutional managers have become increasingly vocal in advocating for strategic change

themselves or encouraging management to engage with activists that are agitating for change

1

2

3

5

4

1

Decline in capital deployed following record-setting 1H


Source: Activist Insight, FactSet and public filings as of 09/28/2018.

Note: All data is for campaigns conducted globally 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 3-year average based on aggregate value of activist positions.

Campaign Activity and Capital Deployment($ in billions)

1

$14.9 $13.9

$18.3

$11.1

$6.6 $6.7

$11.8

$6.0

$16.9

$21.0

$16.5

$7.7

$26.2

$18.8

$8.8

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q

62

38

50

32

67

37

46 44

7073

45

1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q'17 3Q'17 4Q'17 1Q'18 2Q'18 3Q'18

Annual Campaign Activity Quarterly Campaign Activity

# of Campaigns Initiated1

Mean: 52

Capital Deployment in New Campaigns

Aggregate Value of New Activist Positions2

2015 2016 2017

$58.2

Annual

Aggregated

Capital

Deployed$31.0 $62.1

2018 YTD

$53.8

1

143 133 133

136

176194

162169 174

165201

211182 194 188

-90-65-40-1510356085110135160185210

100

200

2013 2014 2015 2016 2017 2018 YTD

# of Campaigns Initiated# of Companies Targeted3Q YTD Companies Targeted

Mean: 167

20%2015–17

Avg.319% 10% 9%12% 8% 5%6% 1% 10%

20 42 22 18 21 7 14 9 12 9

Tec

hnol

ogy

Indu

stria

ls

Con

sum

er

Fin

anci

alIn

stitu

tions

Pow

er, E

nerg

y &

Infr

a.

Med

ia

Hea

lthca

re

Tel

ecom

Rea

l Est

ate

Ret

ail

$14.7

$9.6

$7.5$6.3

$4.9$3.8

$3.0$2.1

$1.3 $0.6

27%

18% 14% 12% 9% 7% 6% 4%

2% 1%

0%

10%

20%

30%

40%

50%

60%

Tec

hnol

ogy

Indu

stria

ls

Con

sum

er

Fin

Inst

.

Pow

er &

Ene

rgy

Med

ia

Hea

lthca

re

Tel

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Rea

l Est

ate

Ret

ail

More Companies targeted in 2018 YTD than in all of 2017

3Q YTD Companies Targeted

Capital Deployment by Sector in 2018 3Q YTD

Decline in campaign activity from record-setting 1Q and 2Q

Aggregate Value of New Activist Positions2

TCI’s campaign at Altabaalone accounts for $7.2bn of capital deployed YTD

2

Activist Market Value of 2013-2018 Activist Positions1

New Campaigns

2018 3Q YTD2

Current Activist

Positions Launched

Since 2013

2018 Target

Countries3

Selected Recent

Targets

Elliott 19 26

ValueAct 6 15

Third Point 4 8

Cevian 1 7

TCI 2 3

Trian 1 7

Icahn 4 15

Starboard Value 7 12

Pershing Square 1 6

GAMCO 7 42

$3.5

$3.3

$2.6

$0.8

$9.0

$0.5

$1.7

$1.6

$0.6

$0.3

$14.1

$13.4

$10.3

$9.7

$9.4

$9.4

$6.1

$4.0

$3.6

$2.7




1 3Q 2018 positions counted as of campaign announcement date. Activist positions launched prior to 2018 counted as of latest filing date and “open” if activist maintains a current stake.

Includes publicly disclosed common stock positions only, except where otherwise noted.

2 Number of new campaigns launched, includes positions both open and closed.

3 Based on country of incorporation.

4 Includes Bluescape’s joint stake with Elliott in Sempra Energy. Elliott and Bluescape jointly own 4.9% economic interest, including derivative exposure.

Market Value of 2013-2018 Activist Positions: Selected Funds($ in billions)

1

2018 3Q YTD Activist Positions Market Value of Activist Positions Launched Between 2013-2018

4

3

Launch

Date Company Activist Highlights

7/18

Published a letter opposing Cigna’s proposed

acquisition of Express Scripts, citing price,

competitive risks and regulatory threats

Glenview expressed support for the deal and

ISS and Glass Lewis both issued

recommendations in favor; Icahn terminated

his campaign

6/18

In September, shareholders voted against

Platform Partners’ EGM resolution to replace

Macquarie with KORAMCO as the manager of

MKIF

6/18

Elliott/Bluescape jointly proposed Board

refreshment and a strategic review to “unlock

Sempra’s conglomerate discount”

In September, the Company announced a

settlement, agreeing to appoint two mutually

agreed upon Directors

5/18

In September, the Company announced the

separation of its marine and industrial solutions

businesses, following break-up pressure from

both Cevian and Elliott

4/18

In August, Whitbread sold Costa Coffee

Company to Coca-Cola for £3.9B ($5.1B)

following pressure from Elliott to divest the

business


Launch

Date Company Activist Highlights

9/18

Sent a letter to the Company’s CEO, criticizing

the Company’s decision to reject a hostile

takeover bid received from Covea

Later sent a letter to the President, arguing the

Company’s “golden parachute” provision

serves as an anti-takeover tactic

9/18

Revealed a 4.9% stake in Caesars, pushing for

a strategic review that would lead to a sale or

significant asset divestiture

8/18

Announced a 5.8% stake in Symantec,

nominating a slate of five Directors

Company settled with Starboard, agreeing to

appoint three of Starboard’s nominees and one

other mutually agreed upon Director to the

Board

8/18

Took a 5.7% stake and criticized the Board,

management, operating performance and

acquisitions

Later put forward a full slate of Board

nominees, dissatisfied with the outcome of the

Company’s strategic review

8/18

Acquired an 8.4% stake, encouraging the

Company to explore a sale

Pressured by Elliott, the Company expanded

its strategic review to include a whole-of-

company sale

Notable 2018 3Q YTD Public Campaign Launches and Developments1


Korea Infrastructure

Fund

4


Non-Activist Employees vs. Activist Employees Appointed as DirectorsSettlements vs. Proxy Contests



1 Activists may push for several objectives at initiation of a campaign; as such, total percentages for all objectives exceeds 100%.

2 Represents Board seats won by activists in respective year, regardless of the year in which the campaign was initiated.

3 Includes Detour Gold/Paulson & Co. (8 seats), ThyssenKrupp/Cevian (1 seat), Toshiba/King Street Capital Management (2 seats), Campbell Soup/Third Point (12 seats), e.l.f.

Beauty/Marathon Partners (3 seats), Aryzta/Larius Capital (4 seats) and Credito Valtellinese / DGFD (14 seats).

1933 39 39 28 31

51

70

94 106

72

9970

103

133145

100

130

2013 2014 2015 2016 2017 2018 YTD

29%Activist

Employees

as % of Total

27%

Board Seats Won1

32%

Non-Activist Fund Employees Appointed

Activist Fund Employees Appointed

25%27% 28%

Board Seats Won and Hedge Fund Activity2

First Time Activist Activity Levels

12 20 19 23 30 23 32

39 29

7477 73 86

98

51 49

93100 103

109

130

2012 2013 2014 2015 2016 2017 2018 YTD

41% 20% 23% 29%

% of

Campaigns by

First Timers21%24% 25%

Board Seats Won2

81102

69

70

103

133145

100

130

4657

84 79

5059

2013 2014 2015 2016 2017 2018 YTD

# of Companies Targeted for Board SeatsBoard Seats Won1

Mean: 110

Board Seats Won 3Q YTD On track to surpass 2016 record

44 Board seats

currently “in play”3

681 seats

changed hands

since 2013

Board Seats Won1 Board Seats Won Through Settlements

Board Seats Won Through Proxy Fights

2135

21 18 14 19

49

68112 127

86

11170

103

133145

100

130

2013 2014 2015 2016 2017 2018 YTD

16%Won Through

Proxy Contest

as % of Total12% 14%30% 34% 15%

Majority of Board seats won through

settlements

Activists have targeted Board seats in 34%1 of campaigns launched in 2018 3Q YTD

10 seats won in

Elliott’s proxy

fight against

Telecom Italia

# of “First Timers”# of Activist InvestorsRecord number of activists

launching campaigns

5


The Activist Role in M&A in 2018 3Q YTD3

Target / Activist M&A Thesis

Reportedly sought to oust

CEO and urged Company to

conduct strategic review to

streamline brand portfolio

Urged Company to divest its

financial services division to

focus on core gambling

operations

Pushed for sale of Costa

Coffee chain and sale-

leaseback

of Premier Inn; the Company

subsequently sold Costa

Coffee to Coca-Cola for £3.9B


Sent a letter to Alpine in 2017,

opposing the terms of the

proposed acquisition by

parent, Alps, and nominated 2

Directors in 2018; Elliott then

built stakes in both Alps and

Alpine, complicating the

proposed deal

Opposed deal with Express

Scripts, citing price,

competitive risks, and

regulatory threats; following

proxy advisors’

recommendations in favor as

well as Glenview publicly

announcing its support, Icahn

withdrew his campaign

Built stake amid a bidding war

between Comcast and Fox

Entertainment; in an auction

controlled by the U.K.

Takeover Panel, Comcast

beat Fox with a $40 billion

takeover offer and Elliott

subsequently exited its stake

Catalyze a TransactionScuttle or Sweeten

Existing DealsBreak-Up / Divestiture

Agitate for sale of target or encourage

industry consolidation

Entry into live M&A situation to improve deal terms

or block an ill-perceived deal from proceeding

Agitation for a divestiture of a non-core

business line or company breakup


Joined forces with

George Strawbridge, Jr., a

descendent of the Company’s

founder, to push the company

towards a sale; after the

Company decided against the

sale, Third Point nominated a

full slate of Directors

Built a 4.9% stake and is

urging the company to carry

out a strategic review that

would lead to a sale or

significant asset divestiture

Pressured Nielsen to sell

itself; Company initiated a

strategic review, first

addressing its “Buy” and

“Watch” segments, but has

since expanded review to

encompass the sale of the

whole company



1 Activists may push for several objectives at initiation of a campaign; as such, total percentages for all objectives exceeds 100%.

42% 30% 28%

34%1 of campaigns launched in 2018 3Q YTD have been M&A-driven, ~42% of which sought to catalyze a whole-of-company sale or

industry consolidation

6




1 Calculated as of campaign announcement date.

2 Excludes capital deployed in four campaigns, for which initial stakes were not disclosed.

Key Observations on Recent Public European Activist CampaignsCapital Deployment in Public European Campaigns

2018 3Q YTD Shareholder Activism in Europe ($ in billions)

Launch

Date Company

Activist

(% O/S)1 Highlights

9/18

0.5%

Standard Life Aberdeen pressured Ryanair to replace

chairman David Bonderman and Director Kyran

McLaughlin due to excessive tenure

At the AGM, 30% and 33% of shareholders voted

against Bonderman’s and Mclaughlin’s re-elections,

respectively; subsequently, Standard Life Aberdeen

demanded proactive near-term succession planning

9/18

0.8%

CIAM criticized the Company for rejecting the hostile

takeover bid from its largest shareholder, Covea

CIAM further argued that the Company’s “golden

parachute” provision for executives serves as an anti-

takeover tactic

8/185.0%

SpringOwl urged the Company to divest its financial

services division to focus on core gambling operations

SpringOwl encouraged Playtech to continue to pursue

opportunistic transactions in the gaming space

8/18DGFD

5.8%

DGFD filed a slate of 15 candidates and submitted

proposals for shareholder approval at the upcoming

October EGM; DGFD’s slate includes 14 independent

Directors and current CEO Mauro Selvetti

4/18

6.0%

In August, Whitbread sold Costa Coffee Company to

Coca-Cola for £3.9B ($5.1B) following pressure from

Elliott to divest the business

Whitbread will hold General Meeting on October 10 for

shareholder approval

3/186.0%

Vivendi criticized "disastrous management" since Elliott

gained 10 seats and control of the Board in May

Elliott is reportedly dissatisfied with CEO Amos Genish

and may lobby for his departure

TIM initiated a sales process for its undersea-cable unit

Sparkle and is reviewing other potential asset sales

4

% of Global

Capital

Deployed

$7.8

$10.1 $9.9

$10.7

$8.2

$21.8

$11.5

27

20

43

42

54

40

2013 2014 2015 2016 2017 2018 YTD

# of Campaigns InitiatedAggregate Market Value of New Activist Positions

2013–16

Mean: $9.7

22% 14% 27%18% 35% 21%

Capital deployed in

Europe in 2018 3Q

YTD is 40% lower

than 2017 3Q YTD,

though campaign

volume remains in-

line (y-o-y)

2

Three campaigns (Nestle,

NXP, and Tesco) collectively

represented $7.8bn of capital

deployed in 2017

7

US & Other79%

Europe21%

US & Other83%

Europe17%

Source: Activist Insight, Activist Monitor, FactSet and press reports as of 09/28/2018.



US & Other81%

Europe19%

Cap

ital

Dep

loye

d b

y T

arg

et R

egio

n

4 2018 3Q YTD Shareholder Activism in Europe (cont’d)($ in billions)

Cam

pai

gn

s b

y T

arg

et R

egio

n

20172013 – 2016

US & Other73%

Europe27%

US & Other65%

Europe35%

2018 3Q YTD

US & Other79%

Europe21%

2018 3Q YTD Campaigns in Europe by Country

Activists in Europe in 2018 3Q YTD

Activist Capital Deployed Campaigns

Elliott Management $2,697 10

Sherborne Investors 2,568 1

Cevian Capital 861 1

1

3

2

Activist Capital Deployed Campaigns

Aviva Investors $817 1

Appaloosa 516 1

Vulcan Value 395 1

4

6

5

Europe has continued to be a focal point of activist attention in 2018 as dissidents take advantage of valuations and corporate structures

21

2

2

2

2

2

2

2

1

1

1

1

1

UK

Belgium

France

Germany

Ireland

Italy

Spain

Switzerland

Austria

CzechRepublic

Luxembourg

Netherlands

Sweden

8


Investor Commentary

Sell-side often used as activist mouthpiece (e.g., hosted a

conference call Q&A with Nelson Peltz in Trian/P&G

situation)

Recently released The Megaphone Effect thought piece,

urging actively-managed shareholders to increase effective

engagement with management

Has become increasingly vocal, deeming ABB’s plan to

spin off its Power Grids division insufficient and calling on

ABB to instead pursue a three-way break-up

Sent a letter to the Board of athenahealth, following Elliott's

proposal, urging the Board to conduct a formal solicitation

process

Publicly backed J Sainsbury’s proposed merger with Asda,

noting the transaction would help the Company better

compete with peer Tesco

Urged athenahealth to sell itself and pursue a formal sales

process, weeks after Elliott made a public takeover bid

Traditional Investors Employing an Activist Approach

Investor Commentary

Sent a letter to the Board of Whole Foods, criticizing the

Company for an outdated retail technology; urged Company

to review sale or joint venture

Recently employed a new approach to handling activist

situations which promised to analyze each situation in its

own context (though with a slight deference to management)

Prohibited T. Rowe PMs from attempting to initiate activist

campaign by discussing or pitching ideas to activist

investors

Along with Artisan partners, sent a letter to the Board of

Tesco, advising them to withdraw from the planned merger

with Booker as the deal would push Tesco into the

restaurant food market just as it planned to retreat from a

previous expansion drive

Alongside other investors, such as Paulson & Co., Standard

Life Aberdeen questioned Premier Foods’ decision to turn

down a takeover offer from US rival McCormick

Has demonstrated increasingly activist behavior in 2018,

pressuring Aeroportuario del Sureste to eliminate its dual

share class structure and urging Ryanair to refresh its Board

Delivered a letter to Akzo Nobel, urging them to engage with

PPG regarding its takeover bid

After the Company declined PPG’s third takeover bid, it was

reported Tweedy launched an attack on the Company,

branding its corporate governance as a “hoax” and stating

that there was a “crisis of confidence” among Akzo’s

shareholders

In pursuit of alpha, traditional active managers are increasingly employing a bespoke engagement strategy with their portfolio companies, in

many cases to directly affect change

Source: Activist Insight, Activist Monitor, FactSet and press reports as of 09/28/2018.

5

9

[Investors] should be comfortable delivering thoughtful, fact-based suggestions that bring outside perspectives to help companies improve.

Central Thesis: Active managers are best positioned to stimulate change through constructive, respectful engagements with companies

Two problems with engagement practices today:

Outspoken activists use blunt instruments to make their case in the media and are antagonistic with management

Index funds hold almost 20% of most large US companies, but are not set up to evaluate individual holdings and, as passive investors, cannot sell if their views are not embraced

Solution: Active equity managers are best suited to promote corporate improvements

Long-only managers have a competitive advantage given their deep company-specific knowledge and strong industry relationships

Traditional active managers should engage in effective discourse with companies in three ways, based on the circumstances:

Public but polite

Behind the scenes but aggressive

Behind the scenes and polite

Topics of 2017 Engagements: Divest businesses that dilute focus, refresh entrenched boards, rein in compensation, create socially responsible supply chains and replace underperforming management

Central Thesis: T. Rowe Price approaches activist campaigns on a case-by-case basis and acts independently with the goal of maximizing long-term value for its clients

Core Tenets of Shareholder Activist Philosophy:

Case-by-case approach

Deference to management’s assessment

Company should be open to well-supported ideas from outsiders

Focus on long-term performance of the company

T. Rowe’s role is not to initiate activist campaigns

PMs have autonomy to vote based on their portfolios

Roles and Responsibilities in Activist Situations:

Transparency and Access: T. Rowe gives candid feedback to both sides of a campaign

Independence: T. Rowe arrives at decisions independently based on a long-term outlook. It uses ISS for proxy-related research, but does not unilaterally follow ISS’s recommendations on proxy contests

Other Investors: T. Rowe may engage other investors when (1) the activist campaign is publicly disclosed, (2) the other investors acknowledge T. Rowe is not acting in concert with them, (3) the subject of discussion is a single, known activist campaign and (4) T. Rowe is a significant investor

“The Megaphone Effect: Amplifying the Impact of Engagement with Management”

- Sharon Fay, Head and CIO of Equities at Alliance Bernstein

“T. Rowe Price’s Investment Philosophy on Shareholder Activism”- Donna Anderson, Head of Corporate Governance at T. Rowe Price

As we think about the effects shareholder activism may have on our investment process, we take a very long-term perspective.


Recent Pronouncements by Major Institutions Regarding Activism5

10

C O N F I D E N T I A L

Appendix



A Growth of Index and Passive Owners


52%

45% 45% 44% 43% 43% 42% 42% 42%36% 36%

RE Materials HealthCare

Energy Industrials IT Financials ConsumerDisc.

Utilities ConsumerStaples

TelecomServicesSource: FactSet, P&I and Simfund.

(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) ETF distribution channel.

(3) All mutual index funds (excludes ETFs).

(4) All mutual funds that are not index funds.

(5) Represents data through 2Q 2018.

S&P 500 Top 10 Shareholders

2Q18 S&P 500 Top 10 Shareholder Concentration by Sector

S&P 500 Average (43%)

The Growing Influence of Passive Managers ($ in billions)

# Shareholder Ownership Stake and Cumulative Holdings

1 Vanguard

2 BlackRock

3 State Street

4 Capital Group

5 Fidelity

6 T. Rowe Price

7 Northern Trust

8 Wellington

9 JPMorgan Chase

10 Geode Holdings

6.6%

4.3%

3.1%

2.5%

1.9%

1.2%

1.2%

1.1%

1.1%

7.8%

14.4%

18.7%

21.8%

24.3%

26.2%

27.4%

28.6%

29.8%

30.9%

Top 5

Top 10

(1,500)

(1,200)

(900)

(600)

(300)

0

300

600

900

1,200

1,500

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

Index Domestic Equity ETFs

Index Domestic Equity Mutual Funds

Actively Managed Domestic Equity Mutual Funds

(2)

(3)

(4)

$1,459

($1,438)

Fund Flows

Style Since 2007 2Q 2018

ETF +$921 +$32

Index +$538 +$7

Active ($1,438) ($53)

(5)

R E V I E W O F S H A R E H O L D E R A C T I V I S M - 2 0 1 8 3 Q Y T D A G R O W T H O F I N D E X A N D P A S S I V E O W N E R S

Cumulative Flows and Net Share Issuance(1)

11

Total O/S%

9.8%

6.8%

6.2%

5.9%

5.5%

5.4%

5.3%

4.8%

4.8%

The influence of the “Big 3” index funds in the global corporate landscape continues to strengthen as their ownership concentration escalates

A G R O W T H O F I N D E X A N D P A S S I V E O W N E R SR E V I E W O F S H A R E H O L D E R A C T I V I S M - 2 0 1 8 3 Q Y T D

Source: FactSet as of 06/30/2018.

1 Includes BEL 20 (Belgium) and AEX (Netherlands).

Current European OwnershipS&P 500 Ownership

Growing Ownership of Top Index Funds

FTSE 100

DAX 30

Euro Stoxx

CAC 40

SMI

IBEX 35

FTSE MIB

OMX 30

Benelux1

2.7%

2.4%

2.6%

2.9%

2.7%

3.2%

3.2%

3.6%

5.3%

1.8%

1.8%

2.0%

2.1%

2.4%

2.0%

2.1%

2.2%

2.7%

0.4%

0.6%

0.7%

0.4%

0.4%

0.7%

0.8%

1.0%

1.8%

BlackRock Vanguard State Street

4.1%4.7%

5.4%6.6%

1.7%

2.3%

4.5%

7.8%

3.3%

3.7%

4.5%

4.3%

9.1%

10.7%

14.4%

18.7%

2002 2007 2012 2018

BlackRock Vanguard State Street

12


B 2018 3Q YTD Campaigns and Key Objectives


B 2 0 1 8 3 Q Y T D C A M P A I G N S A N D K E Y O B J E C T I V E SR E V I E W O F S H A R E H O L D E R A C T I V I S M - 2 0 1 8 3 Q Y T D

2018 YTD Campaigns—Key Objectives($ in millions)

Announce

DateTarget Sector

Market

Cap1 Activist O/S%1 Market

Value1 Campaign Objectives1 Other

ActivistsAGM Date2 Status

9/28/2018National Energy Services

ReunitedFIG $994 Mubbadrah Investment 20.9% $208 No Publicly Disclosed Activism 5/17/2018 O

9/28/2018 Oi SA Telecom 1,309 Brookfield Asset Management 5.7% 75 No Publicly Disclosed ActivismSolus /

GoldenTree4/30/2019 O

9/27/2018 Card Factory Consumer 883 Teleios 5.1% 45 No Publicly Disclosed Activism 5/31/2019 O

9/24/2018 NorthStar Realty Europe Real Estate 641 Senvest Management 9.6% 62 Capital Return/Structure / M&A - Break Up /

Divestiture8/16/2019 O

9/21/2018 GCP Applied Technologies Industrials 1,916 40 North Management 7.1% 136 No Publicly Disclosed Activism GAMCO 5/3/2019 O

9/21/2018 Ryanair Holdings Industrials 18,018 Standard Life Aberdeen 0.5% 81 Board Change 9/20/2019 O

9/20/2018 GCP Applied Technologies Industrials 1,894 GAMCO 5.0% 95 No Publicly Disclosed Activism40 North

Management5/3/2019 O

9/18/2018 Scor FIG 8,658 Charity Investment Asset

Management0.8% 69 M&A - Agitate for Sale / Industry Consolidation 4/26/2019 O

9/17/2018 Concordia International Corp Healthcare 919 Solus Alternative Asset Management 17.2% 158 No Publicly Disclosed Activism 6/19/2019 O

9/17/2018 Unilever Consumer 66,397 Aviva Investors 1.2% 817 Operations 10/26/2018 O

9/14/2018 Aryzta Consumer 995 Larius Capital -- --Capital Return/Structure / Capital Allocation /

Business Strategy / Board Change / Management

/ M&A - Break Up / Divestiture11/1/2018 O

9/13/2018 Caesars Entertainment Consumer 7,066 HG Vora Capital Management 4.9% 346 M&A - Agitate for Sale / Industry Consolidation 5/30/2019 O

9/13/2018 Edgewell Personal Care Consumer 2,677 Legion Partners 3.5% 94 Board Change / M&A - Break Up / Divestiture 1/26/2019 O

9/11/2018 TRANCOM Co. Industrials 684 Dalton Investments 5.0% 34 Board Change / Capital Return/Structure 6/19/2019 O

9/10/2018 Cincinnati Bell Telecom 680 Ares Management 5.3% 36 No Publicly Disclosed Activism GAMCO 5/1/2019 O

9/6/2018 Hexo Healthcare 1,067 Riposte Capital 2.5% 27 M&A - Agitate for Sale / Industry Consolidation 1/17/2019 O

9/5/2018 The Kraft Heinz Company Consumer 69,497 Krupa Global Investments 0.1% 100 Capital Return/Structure / M&A - Agitate for Sale /

Industry Consolidation4/23/2019 O

9/3/2018 Nexeo Solutions Industrials 898 Legion Partners 5.0% 45 No Publicly Disclosed Activism 1/30/2019 O

8/31/2018 Playtech Industrials 2,194 Springowl Asset Management 5.0% 110 Capital Return/Structure / M&A - Break Up /


8/31/2018 Toshiba Technology 19,524 King Street Capital Management 5.2% 1,015 Business Strategy / Governance 6/27/2019 O

8/30/2018 Canadian Solar PEI 831 Lion Point 6.0% 50 Board Change 6/29/2019 O

8/23/2018 e.l.f. Beauty Consumer 590 Marathon Partners 8.5% 50 M&A - Agitate for Sale / Industry Consolidation 5/22/2018 O

8/23/2018 Aveo Group Real Estate 959 Metrica Partners -- -- Governance 11/14/2018 O

8/21/2018 Home Capital Group FIG 901 Kingsferry Capital Management 2.9% 26 Capital Return / Capital Allocation 5/16/2019 O

8/17/2018 Altisource Portfolio Solutions FIG 606 Deer Park Road 18.1% 110 Board Change 5/15/2019 S

Campaign Status

O Ongoing W Proxy – Dissident Win

C Closed3 L Proxy – Dissident Loss

X Exited S Settled

Source: Activist Insight, Activist Monitor, FactSet and public filings.

Note: All data is for activist campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement.


2 AGM date subsequent to campaign launch; if following year’s AGM date not yet disclosed, date estimated at 1-year anniversary of previous AGM.

3 Activist still holds stake, following resolution or otherwise end of campaign.

13


2018 YTD Campaigns—Key Objectives (cont’d)($ in millions)

Announce

DateTarget Sector

Market




8/16/2018 Symantec Technology $12,064 Starboard Value 5.8% $700 Board Change 10/5/2018 S

8/14/2018 Mack-Cali Realty Corp. Real Estate 1,825 Land & Buildings 1.9% 35 M&A - Agitate for Sale / Industry Consolidation 5/1/2019 O

8/14/2018 ViaSat Telecom 3,799 FPR Partners 10.2% 387 No Publicly Disclosed Activism 9/7/2018 O

8/13/2018 Nielsen Holdings Media 8,770 Elliott Mgmt. 5.1% 447 M&A - Agitate for Sale / Industry Consolidation 5/22/2019 O

8/13/2018 Alps Electric Technology 5,476 Elliott Mgmt. 5.1% 278 Capital Return/Structure / M&A - Scuttle /

Sweeten Deal6/22/2019 O

8/8/2018 Credito Valtellinese SpA FIG 831 Dgfd SA 5.8% 48 Board Change 4/27/2019 O

8/7/2018 Oi SA Telecom 1,914 GoldenTree Asset Management 9.4% 180 Board ChangeSolus /

Brookfield4/20/2019 O

8/7/2018 Oi SA Telecom 1,914 Solus Alternative Asset Management 8.0% 153 No Publicly Disclosed ActivismGoldenTree /

Brookfield4/20/2019 O

8/3/2018 Nutrisystem Consumer 1,160 Legion Partners 5.2% 61 Board Change 5/9/2019 O

8/2/2018 Cigna Healthcare 44,516 Icahn Associates 0.6% 267 M&A - Scuttle / Sweeten Deal 4/25/2019 O

7/31/2018 Fate Therapeutics Healthcare 472 Redmile Group 12.6% 59 Board Change 5/2/2019 S

7/30/2018 Vodafone Telecom 63,119 Elliott Mgmt. -- -- Operations / Portfolio Optimization 7/27/2019 O

7/23/2018 Ashland Global Industrials 5,054 Cruiser Capital 2.3% 116 Management Change / M&A - Break Up /


7/23/2018 PayPal Technology 103,536 Third Point 0.8% 870 Operations 5/23/2019 O

7/19/2018 Detour Gold Industrials 1,814 Coast Capital -- -- M&A - Agitate for Sale / Industry Consolidation Paulson & Co. 5/3/2019 O

7/13/2018 Alpine Electronics Industrials 1,477 Elliott Mgmt. 5.1% 75 M&A - Scuttle / Sweeten Deal Oasis 6/21/2019 O

7/4/2018 SinoPac Financial Holdings FIG 4,036 PJ Asset Management 9.4% 379 Management Change 6/14/2019 O

7/3/2018 LaSalle Hotel Properties Real Estate 3,778 Mudrick Capital 0.9% 34 M&A - Scuttle / Sweeten Deal HG Vora 5/2/2019 C

7/2/2018 Campbell Soup Consumer 12,188 Third Point 5.7% 695 Board Change / M&A - Agitate for Sale / Industry

Consolidation11/15/2018 O

7/2/2018 WESCO International Industrials 2,688 Blue Harbour Group 7.2% 194 No Publicly Disclosed Activism 5/31/2019 O

6/29/2018 Vistra Energy PEI 12,373 Oaktree Capital 9.3% 1,151 Board Change 5/1/2019 S

6/27/2018 CVR Refining PEI 3,210 Butler Hall -- -- M&A - Scuttle / Sweeten Deal Not disclosed X

6/27/2018 RPM International Industrials 7,130 Elliott Mgmt. -- -- Board Change / Operations / Business Strategy 10/5/2018 S

6/27/2018 Rite Aid Healthcare 2,092 Highfields Capital 4.4% 92 M&A - Scuttle / Sweeten Deal 7/17/2018 C

6/26/2018Macquarie Korea

Infrastructure GroupPEI 2,809 Platform Partners 5.0% 140 Management Change 9/19/2018 L

Campaign Status



X Exited S Settled






14



Announce

DateTarget Sector

Market




6/22/2018 Detour Gold Industrials $1,366 Paulson & Co. 5.4% $74 Board Change / M&A - Agitate for Sale / Industry

Consolidation5/3/2019 O

6/21/2018 Weatherford International PEI 3,339 Q Investments 0.0% 1 Business Strategy / M&A - Agitate for Sale /


6/15/2018 EDP Renovaveis PEI 8,491 Shareholder Value 2.0% 170 Board Change 6/27/2018 S

6/15/2018 Idemitsu Kosan PEI 7,008 Oasis Management -- -- M&A - Agitate for Sale / Industry Consolidation 6/28/2018 C

6/14/2018 Resolute Energy PEI 708 Kimmeridge 6.8% 48 No Publicly Disclosed Activism Monarch 6/19/2019 X

6/13/2018 EnPro Industries Industrials 591 GAMCO 5.2% 31 No Publicly Disclosed Activism 5/1/2019 O

6/11/2018 Sempra Energy PEI 26,778 Elliott Mgmt. / Bluescape 4.9% 1,312 Business Strategy / Board Change / M&A - Break

Up / Divestiture5/10/2019 S

6/8/2018 Web.com Media 1,039 Starboard Value 9.4% 98 No Publicly Disclosed Activism 5/9/2019 O

6/7/2018 Chaparral Energy PEI 752 Strategic Value Partners 13.8% 104 Board Change 6/29/2018 S

6/6/2018Donnelley Financial

SolutionsFIG 527 Denali Investors -- --

Business Strategy / M&A - Agitate for Sale /

Industry Consolidation

Groveland

Capital5/24/2019 O

6/6/2018Donnelley Financial

SolutionsFIG 527 Groveland Capital -- --

Business Strategy / M&A - Agitate for Sale /

Industry Consolidation

Denali

Investors5/24/2019 O

6/5/2018 Stobart Group Industrials 1,168 Woodford Investment Management 20.4% 238 Board Change 7/18/2018 L

6/5/2018 Allergan Healthcare 51,609 Appaloosa / Senator Investment 1.7% 867 Governance / Board Change / Management

Change / OperationsIcahn 5/2/2019 O

6/4/2018 Sosei Group Healthcare 1,278 Taiyo Pacific Partners 5.0% 64 No Publicly Disclosed Activism 6/22/2018 O

5/30/2018 Olympus Industrials 12,042 ValueAct 5.0% 602 No Publicly Disclosed Activism 6/26/2018 O

5/30/2018 Japan Asset Marketing Real Estate 882 Oasis Management 1.9% 17 Capital Return/Structure / Governance / M&A -

Agitate for Sale / Industry Consolidation6/28/2018 O

5/26/2018 Farmer Brothers Consumer 511 Levin Capital 8.4% 43 No Publicly Disclosed Activism 12/7/2018 O

5/24/2018 China Yuchai Industrials 806 Shah Capital 7.8% 63 Business Strategy / Governance / Management

Change6/19/2018 O

5/24/2018 Casey's General Stores Retail 3,748 JANA Partners -- -- M&A - Agitate for Sale / Industry Consolidation 9/15/2018 C

5/23/2018 ehi Car Services Industrials 936 Burford Capital 6.6% 62 M&A - Scuttle / Sweeten Deal 12/28/2018 X

5/22/2018 Thyssenkrupp Industrials 15,771 Elliott Mgmt. -- --Management Change / M&A - Scuttle / Sweeten

DealCevian 2/1/2019 O

5/18/2018 athenahealth Healthcare 6,038 Janus Henderson Group 11.9% 719 M&A - Agitate for Sale / Industry Consolidation Elliott 6/6/2018 C

5/17/2018 AmTrust Financial Services FIG 2,617 Icahn Associates 9.4% 246 M&A - Scuttle / Sweeten Deal Arca Capital 5/17/2019 O

5/16/2018 GameStop Retail 1,372 Tiger Management -- --Business Strategy / M&A - Agitate for Sale /


5/15/2018 United Technologies Industrials 99,647 Pershing Square 0.6% 598 M&A - Break Up / Divestiture Third Point 4/20/2018 O

Campaign Status



X Exited S Settled






15



Announce

DateTarget Sector

Market




5/14/2018 Unifi Industrials 578 ValueAct 5.0% 29 No Publicly Disclosed Activism 10/31/2018 S

5/11/2018 MongoDB Technology $2,062 Whale Rock Capital 28.7% $593 No Publicly Disclosed Activism Not disclosed C

5/10/2018 Range Resources PEI 3,686 Stelliam Investment Management 3.6% 133 Board Change / Governance SailingStone 5/16/2018 C

5/10/2018 Telenet Telecom 6,721 Lucerne Capital 3.0% 202 Governance / Capital Return/Structure 4/24/2019 S

5/9/2018 nVent Electric Industrials 4,475 Trian Partners 8.8% 394 No Publicly Disclosed Activism Not disclosed O

5/9/2018 LendingClub Retail 1,183 Quarz Capital -- --Business Strategy / Capital Allocation /

Governance5/31/2018 O

5/8/2018 W.R. Grace & Co. Industrials 4,710 40 North Management 9.9% 466 No Publicly Disclosed Activism 5/9/2018 O

5/7/2018 Citigroup FIG 173,242 ValueAct 0.7% 1,213 Capital Return/Structure 4/23/2019 O

5/2/2018 Range Resources PEI 3,464 SailingStone Capital 16.9% 586 Board Change / Business Strategy / Management

Change / Capital Structure/Return5/16/2018 S

5/1/2018 Wienerberger Industrials 2,968 Petrus Advisors 0.1% 2 Board Change 6/14/2018 S

4/30/2018 Owens-Illinois Industrials 3,355 Atlantic Investment Management 5.1% 171 Board Change / Business Strategy 5/10/2018 O

4/27/2018 Connecticut Water PEI 831 Eversource Energy -- -- Governance / M&A - Scuttle / Sweeten Deal 5/10/2018 O

4/27/2018 OHB Technology 754 Wyser-Pratte -- -- Board Change / Business Strategy 5/24/2018 O

4/26/2018 HT&E Media 516 Viburnum Funds 4.0% 21 Business Strategy / M&A - Break Up / Divestiture 5/7/2018 O

4/25/2018 Pure Multi-Family REIT Real Estate 550 K2 Principal Fund 0.7% 4 Board Change Sandpiper 5/24/2018 O

4/25/2018 Twenty-First Century Fox Media 66,329 TCI 4.0% 2,653 Business Strategy / M&A - Scuttle / Sweeten Deal n/a O

4/25/2018 Shinsei Bank FIG 4,245 Dalton Investments 5.3% 225 Governance 6/19/2018 L

4/25/2018 Moneta Money Bank FIG 2,085 Petrus Advisors 3.0% 63 Capital Return/Structure / Operations / Business

Strategy4/23/2019 O

4/20/2018 Hammerson Real Estate 4,832 Elliott Mgmt. 1.5% 72 M&A - Break Up / Divestiture 4/24/2018 O

4/19/2018 Fortis Healthcare Healthcare 1,141 Jupiter Asset Management / East

Bridge Capital12.0% 137 Business Strategy / Capital Allocation Elliott 9/28/2018 S

4/19/2018 Pinnacle Foods Consumer 6,747 JANA Partners 9.5% 641 Business Strategy / Capital Allocation Third Point 5/30/2018 W

4/18/2018 VMware Technology 50,817 Icahn Associates 2.1% 1,082 No Publicly Disclosed Activism Jericho Capital 7/19/2018 O

4/18/2018 FirstGroup Consumer 1,935 West Face Capital 2.3% 44 Governance / Operations 7/17/2018 W

4/17/2018 OpenText Technology 9,190 Blue Harbour Group 4.0% 368 Capital Return/Structure 9/5/2018 O

4/17/2018Macquarie Infrastructure

GroupIndustrials 3,315 Moab Capital 1.0% 33 Management Change / Board Change 5/16/2018 L

Campaign Status



X Exited S Settled






16



Announce

DateTarget Sector

Market




4/17/2018 Apogee Enterprises Industrials 1,185 Engaged Capital 6.0% 71 Capital Allocation / Operations / Governance /

Capital Return/Structure / Business Strategy6/28/2018 O

4/17/2018 ANGI Homeservices Consumer $848 Luxor Capital 20.5% $174 No Publicly Disclosed Activism 6/27/2018 O

4/16/2018 Whitbread Consumer 10,292 Elliott Mgmt. 6.0% 618 Business Strategy / M&A - Break Up / Divestiture Sachem Head 6/27/2018 O

4/12/2018 Micro Focus International Technology 7,248 Elliott Mgmt. 5.0% 362 M&A - Break Up / Divestiture 8/21/2018 O

4/11/2018 Globalstar Technology 899 Mudrick Capital 5.6% 50 Capital Return/Structure 5/22/2018 W

4/9/2018 De La Rue Industrials 716 Crystal Amber 2.0% 14 No Publicly Disclosed Activism 6/26/2018 O

4/9/2018 Ironwood Pharmaceuticals Healthcare 2,160 Sarissa Capital 2.2% 48 Board Change 5/31/2018 L

4/9/2018 Crescent Point Energy PEI 3,913 Cation Capital 0.3% 12 Board Change 5/4/2018 O

4/6/2018 Sallie Mae FIG 4,981 ValueAct 6.4% 319 Board Change / Capital Allocation / Capital

Return/Structure / Business Strategy /

Governance / Operations6/21/2018 O

4/5/2018 Carrizo Oil & Gas PEI 1,257 Kimmeridge 7.5% 94 Business Strategy / Capital Return/Structure /

M&A - Break Up / Divestiture5/22/2018 S

4/5/2018 McDermott International Industrials 1,659 Hotchkis & Wiley Capital 2.0% 33 M&A - Scuttle / Sweeten Deal 9/26/2018 X

4/5/2018 Artis REIT Real Estate 1,626 Sandpiper Asset Management 4.5% 73 Board Change 6/14/2018 S

4/4/2018 Macerich Real Estate 7,905 Starboard Value 0.4% 32 Board Change

Land &

Buildings /

Third Point

6/2/12018 O

4/4/2018 Navient Corp. FIG 3,309 Canyon Partners 7.8% 258 Board Change 5/21/2018 O

4/3/2018 Hyundai Motor Group Industrials 30,957 Elliott Mgmt. 2.6% 808 Governance / Capital Return/Structure 3/15/2019 O

4/3/2018Consolidated

Communications HoldingsTelecom 741 Maglan Capital 2.2% 16 Capital Return/Structure 4/30/2018 O

4/2/2018 LaSalle Hotel Properties Real Estate 3,284 HG Vora Capital Management 7.1% 233 M&A - Agitate for Sale / Industry Consolidation n/a O

4/2/2018 Commvault Systems Technology 2,562 Elliott Mgmt. 10.3% 264 Board Change / Capital Return/Structure /

Business Strategy8/23/2018 S

3/29/2018 Ahold Delhaize Consumer 29,370 CIAM 1.0% 294 Governance 4/9112018 S

3/28/2018 Gray Televsion Media 1,096 GAMCO 1.3% 14 Governance 5/7/2018 O

3/26/2018 Travelport Worldwide Consumer 1,799 Elliott Mgmt. 11.8% 212 Business Strategy 6/27/2018 O

3/26/2018 United Technologies Industrials 97,859 Third Point 1.5% 1,468 M&A - Break Up / DivestiturePershing

Square4/30/2018 O

3/26/2018 Petroleo Brasileiro PEI 90,064 Leblon Equities -- -- Board Change 4/25/2019 W

3/23/2018 Alder BioPharmaceuticals Healthcare 770 Redmile Group 10.0% 77 Business Strategy / Operations / Capital

Structure/Return4/26/2018 O

3/23/2018 Forest City Real Estate 5,674 Starboard Value / Scopia Capital 11.3% 641 Board Change 6/26/2018 S

Campaign Status



X Exited S Settled






17



Announce

DateTarget Sector

Market




3/21/2018 Macnica Fuji Electronics Technology 1,085 Dalton Investments 8.2% 89 Board Change / Capital Allocation Not disclosed O

3/20/2018 Greif Industrials $2,484 GAMCO 5.1% $125 No Publicly Disclosed Activism 2/26/2019 O

3/20/2018 Latecoere Industrials 543 Sterling Strategic Value / Financiere

de l'Echiquier6.4% 35 Board Change / Governance 6/29/2018 O

3/20/2018 Natus Medical Healthcare 1,088 Voce Capital Management 2.0% 22 Board Change 6/22/2018 W

3/19/2018 Gogo Telecom 813 Senator Investment Group 6.5% 53 Business Strategy / Board Change / Governance

/ Capital Return/Structure / Capital Allocation6/8/2018 O

3/19/2018 Life Storage Real Estate 3,806 Land & Buildings 1.8% 69 Board Change 5/31/2018 S

3/19/2018 Barclays FIG 49,766 Sherborne Investors 5.2% 2,568 No Publicly Disclosed Activism 5/1/2018 O

3/16/2018 SPS Commerce Technology 1,070 Legion Partners / Ancora Advisors 3.1% 33 Board Change 5/31/2018 S

3/16/2018 Bemis Industrials 4,103 Starboard Value 1.6% 68 Board Change 5/3/2018 S

3/16/2018 Newell Brands Consumer 14,017 Icahn Associates 6.9% 967 Business Strategy / Board Change / Capital

Return/StructureStarboard 5/15/2018 S

3/15/2018 Altaba Technology 73,930 TCI 9.7% 7,171 Business Strategy / Board Change / Operations /

Management Change / Capital AllocationStarboard 10/16/2018 O

3/15/2018 Asbury Automotive Industrials 1,438 Abrams Capital 5.2% 75 Business Strategy / Board Change / Governance 4/18/2018 O

3/14/2018 Provident Financial FIG 1,911 Elliott Mgmt. 4.0% 76 No Publicly Disclosed Activism 4/26/2018 O

3/13/2018 ConMed Healthcare 1,776 Scopia Capital 7.8% 139 No Publicly Disclosed Activism 5/23/2018 O

3/12/2018 VMWare Technology 50,817 Jericho Capital Asset Management 1.8% 915 M&A - Scuttle / Sweeten Deal 7/19/2018 C

3/9/2018 Liberbank FIG 1,634 Oceanwood Capital Management 17.5% 286 Board Change 3/22/2018 S

3/5/2018 Bunge Consumer 10,576 Continental Grains 1.0% 106 M&A - Agitate for Sale / Industry Consolidation 5/24/2018 O

3/5/2018 Telecom Italia Telecom 13,561 Elliott Mgmt. 6.0% 814 Business Strategy / Board Change / Governance /

M&A - Break Up / Divestiture5/4/2018 W

3/1/2018 Autoliv Industrials 12,479 Cevian Capital 6.9% 861 M&A - Break Up / Divestiture 5/8/2018 S

2/23/2018 Madison Square Garden Retail 4,410 Silver Lake Group 6.3% 278 No Publicly Disclosed Activism 12/15/2018 O

2/22/2018 QTS Realty Trust Real Estate 1,724 Land & Buildings 1.0% 16 Business Strategy / Board Change / Capital

Return/Structure / Management Change / Capital

Allocation5/3/2018 C

2/21/2018 Bloomin' Brands Retail 1,904 Barington Capital 0.3% 6 Board Change / Governance / M&A - Break Up /

DivestitureJANA 4/24/2018 O

2/21/2018 Fidessa Group Technology 1,936 Elliott Mgmt. 4.9% 94 M&A - Scuttle / Sweeten Deal 4/26/2018 C

2/20/2018Rayonier Advanced

MaterialsIndustrials 787 Marcato Capital Management 3.6% 28 Board Change 5/21/2018 S

2/20/2018 Actuant Industrials 1,439 Southeastern Asset Management 9.8% 141 Board Change / Governance 1/23/2018 S

Campaign Status



X Exited S Settled






18



Announce

DateTarget Sector

Market




2/19/2018 Merlin Entertainments Media 4,902 ValueAct 5.4% 265 No Publicly Disclosed Activism 4/27/2018 O

2/16/2018 Blackhawk Network Holdings Technology 2,541 GAMCO 5.7% 145 No Publicly Disclosed Activism P2 Capital 3/30/2018 X

2/15/2018 Jack in the Box Retail $2,460 JANA Partners 7.3% $180 Business Strategy / Operations / Capital

Return/Structure2/27/2018 O

2/9/2018 Newell Brands Consumer 13,532 Starboard Value 4.0% 541 Board Change 5/15/2018 S

2/9/2018 Booker Group Consumer 5,427 Sandell Asset Mgmt. 1.8% 95 M&A - Scuttle / Sweeten Deal 2/28/2018 X

2/6/2018Babcock & Wilcox

EnterprisesPEI 253 Steel Partners 11.8% 30 M&A - Agitate for Sale / Industry Consolidation Vintage Capital 5/16/2018 C

2/5/2018 Lattice Semiconductor Technology 777 Lion Point 6.2% 48 Board Change 5/4/2018 S

2/2/2018 Turquoise Hill Resources Industrials 6,151 SailingStone Capital 11.3% 696 Business Strategy / Governance 5/8/2018 O

1/31/2018 Cardtronics FIG 1,113 Hudson Executive Capital 13.1% 146 Business Strategy / Governance 5/16/2018 S

1/30/2018 Brunswick Corporation Consumer 5,250 Owl Creek 2.8% 147 M&A - Break Up / Divestiture 5/2/2018 C

1/29/2018 Antero Resources Corp. PEI 6,313 SailingStone Capital 11.1% 699 Capital Return/Structure / Operations /

GovernanceChapter IV 6/20/2018 O

1/29/2018 A10 Networks Technology 492 VIEX Capital 5.2% 26 Operations / Business Strategy 5/31/2018 S

1/26/2018 Stewart Information Services FIG 1,093 Starboard Value 9.7% 106 Board Change 5/22/2018 X

1/26/2018 Resolute Energy Corporation PEI 722 Monarch Alternative Capital 9.2% 66 Board Change / Operations / M&A - Agitate for

Sale / Industry Consolidation6/19/2018 S

1/26/2018 Sky Media 25,471 Elliott Mgmt. 1.1% 280 M&A - Scuttle / Sweeten Deal 10/12/2018 X

1/26/2018 Pinnacle Foods Consumer 7,052 Third Point 0.8% 59 No Publicly Disclosed Activism 5/30/2018 X

1/25/2018 Antero Resources Corp. PEI 6,373 Chapter IV Investors -- -- Governance / Business Strategy 6/20/2018 O

1/24/2018 Com2Us Consumer 1,906 KB Asset Management 20.0% 381 Corporate Governance / M&A - Agitate for Sale /


1/24/2018 Navigant Consulting Industrials 920 Engine Capital 4.4% 40 Operations / Capital Return/Structure /

Governance / Board Change / M&A - Agitate for

Sale / Industry Consolidation6/15/2018 S

1/19/2018 GMO Internet Technology 2,083 Oasis Management 6.2% 130 Governance 3/21/2018 L

1/19/2018 Ablynx Healthcare 3,184 Van Herk Groep 10.2% 325 M&A - Scuttle / Sweeten Deal 4/26/2018 C

1/17/2018 AES PEI 7,053 ValueAct 0.2% 14 Board Change / Capital Return/Structure /

Business Strategy4/19/2018 S

1/17/2018 Whitbread Consumer 9,970 Sachem Head Capital 3.4% 339 Business Strategy / Capital Return/Structure /

M&A - Break Up / Divestiture6/27/2018 X

1/17/2018 Xerox Corp. Technology 8,236 Darwin Deason 6.0% 494 Business Strategy / Board Change / Governance /

M&A - Scuttle / Sweeten DealIcahn 7/31/2018 S

1/16/2018 Genesco Retail 703 Legion Partners / 4010 Partners 5.3% 37 Capital Return/Structure / Business Strategy /

Operations / Governance6/28/2018 S

Campaign Status



X Exited S Settled






19



Announce

DateTarget Sector

Market




1/16/2018 Bezeq Israel Telecom Telecom 4,199 Elliott Mgmt. 4.8% 202 Board Change / Governance 4/26/2018 X

1/16/2018 Avis Budget Group Industrials 4,030 SRS Investment Management 14.7% 592 Board Change / Operations 4/23/2018 S

1/15/2018 GKN Industrials $9,873 Elliott Mgmt. / Vulcan Value 5.7% $563 M&A - Agitate for Sale / Industry Consolidation 5/3/2018 X

1/12/2018 Lowe's Retail 79,460 D.E. Shaw 0.1% 95 Board Change 6/1/2018 S

1/10/2018 Union Bankshares Corp. FIG 1,599 CapGen Financial Group 7.3% 117 Capital Return/Structure / Operations 5/1/2018 X

1/10/2018 The Stars Group Inc. Consumer 3,459 Discovery Key Investments 17.9% 619 Board Representation 5/10/2018 S

1/9/2018 Northgate plc Industrials 732 Crystal Amber 5.2% 38 M&A - Agitate for Sale / Industry Consolidation 9/18/2018 O

1/8/2018 Calgon Carbon Corporation Industrials 1,087 GAMCO 5.2% 57 No Publicly Disclosed Activism n/a C

1/5/2018 Aeroportuario del Sureste Industrials 5,295 Standard Life Aberdeen 14.4% 763 Governance / Capital Return/Structure 4/26/2018 O

1/4/2018 Obsidian Energy PEI 671 Kernwood Ltd. 6.9% 46 Board ChangeFrontFour

Capital5/11/2018 S

1/3/2018 Gener8 Maritime, Inc. PEI 548 Avenue Capital Management II 8.7% 48 Capital Return/Structure / M&A - Break Up /

Divestiture6/11/2018 C

1/3/2018 Casey's General Stores, Inc. Retail 4,227 BLR Partners / JCP Investment 1.0% 42 M&A - Agitate for Sale / Industry Consolidation 9/5/2018 O

1/2/2018 TimkenSteel Corp. Industrials 674 GAMCO 5.1% 34 No Publicly Disclosed Activism 5/3/2018 O

Campaign Status



X Exited S Settled






20


C Selected Members of Shareholder Advisory Group


Shareholder Advisory Group—Key Contacts

C S E L E C T E D M E M B E R S O F S H A R E H O L D E R A D V I S O R Y G R O U PR E V I E W O F S H A R E H O L D E R A C T I V I S M - 2 0 1 8 3 Q Y T D

Jim RossmanManaging Director and

Head of Shareholder Advisory(212) 632-6088 [email protected]

Mary Ann Deignan Managing Director (212) 632-6938 [email protected]

Andrew T. Whittaker Managing Director (212) 632-6869 [email protected]

Rich ThomasManaging Director and

Head of European Shareholder Advisory+33-144-13-03-83 [email protected]

Dennis K. Berman Managing Director (212) 632-6624 [email protected]

Christopher Couvelier Director (212) 632-6177 [email protected]

Andrew Wood Vice President (212) 632-8207 [email protected]

Charles H. Kim Vice President (212) 632-6262 [email protected]

21

Documents

Review of Shareholder Activism - 2018 3Q YTD · Source: Activist Insight, FactSet and public filings as of 09/28/2018. Note: All data is for campaigns conducted globally at companies